exv10w9






(Multicurrency — Cross Border)









International Swaps and Derivatives Association, Inc.




MASTER AGREEMENT




dated as of August 4, 2008




          THE ROYAL BANK OF SCOTLAND PLC (“PARTY A”) and EACH COUNTERPARTY LISTED ON EXHBIIT A ATTACHED
HERETO, severally and not jointly (each, a “PARTY B”) have entered and/or anticipate entering into
one or more transactions (each a “Transaction”) that are or will be governed by this Master
Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming
evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.



Accordingly, the parties agree as follows: —




1. Interpretation




(a) Definitions. The terms defined in Section 14 and in the Schedule will have the meanings
therein specified for the purpose of this Master Agreement.



(b) Inconsistency. In the event of any inconsistency between the provisions of the Schedule and
the other provisions of this Master Agreement, the Schedule will prevail. In the event of any
inconsistency between the provisions of any Confirmation and this Master Agreement (including the
Schedule), such Confirmation will prevail for the purpose of the relevant Transaction.



(c) Single Agreement. All Transactions are entered into in reliance on the fact that this Master
Agreement and all Confirmations form a single agreement between the parties (collectively referred
to as this “Agreement”), and the parties would not otherwise enter into any Transactions.



2. Obligations




(a) General Conditions.





(i) Each party will make each payment or delivery specified in each Confirmation to be made
by it, subject to the other provisions of this Agreement.




(ii) Payments under this Agreement will be made on the due date for value on that date in
the place of the account specified in the relevant Confirmation or otherwise pursuant to
this Agreement, in freely transferable funds and in the manner customary for payments in
the required currency. Where settlement is by delivery (that is, other than by payment),
such delivery will be made for receipt on the due date in the manner customary for the
relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in
this Agreement.




(iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition
precedent that no Event of Default or Potential Event of Default with respect to the other
party has occurred and is continuing, (2) the condition precedent that no Early Termination
Date in respect of the relevant Transaction has occurred or been effectively designated and
(3) each other applicable condition precedent specified in this Agreement.



Copyright © 1992 by International Swaps and Derivatives Association, Inc.





 









 








(b) Change of Account. Either party may change its account for receiving a payment or delivery by
giving notice to the other party at least five Local Business Days prior to the scheduled date for
the payment
or delivery to which such change applies unless such other party gives timely notice of a
reasonable
objection to such change.



(c) Netting. If on any date amounts would otherwise be payable: —




(i)    in the same currency; and




(ii)    in respect of the same Transaction,



by each party to the other, then, on such date, each party’s obligation to make payment of any such
amount will be automatically satisfied and discharged and, if the aggregate amount that would
otherwise have been payable by one party exceeds the aggregate amount that would otherwise have
been payable by the other party, replaced by an obligation upon the party by whom the larger
aggregate amount would have been payable to pay to the other party the excess of the larger
aggregate amount over the smaller aggregate amount.



The parties may elect in respect of two or more Transactions that a net amount will be determined
in respect of all amounts payable on the same date in the same currency in respect of such
Transactions, regardless of whether such amounts are payable in respect of the same Transaction.
The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii)
above will not apply to the Transactions identified as being subject to the election, together
with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to
such Transactions from such date). This election may be made separately for different groups of
Transactions and will apply separately to each pairing of Offices through which the parties make
and receive payments or deliveries.



(d) Deduction or Withholding for Tax.





(i) Gross-Up. All payments under this Agreement will be made without any deduction or
withholding for or on account of any Tax unless such deduction or withholding is required
by any applicable law, as modified by the practice of any relevant governmental revenue
authority, then in effect. If a party is so required to deduct or withhold, then that party
(“X”) will: —




(1) promptly notify the other party (“Y”) of such requirement;




(2) pay to the relevant authorities the full amount required to be deducted or
withheld (including the full amount required to be deducted or withheld from any
additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier
of determining that such deduction or withholding is required or receiving notice
that such amount has been assessed against Y;




(3) promptly forward to Y an official receipt (or a certified copy), or other
documentation reasonably acceptable to Y, evidencing such payment to such
authorities; and




(4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to
which Y is otherwise entitled under this Agreement, such additional amount as is
necessary to ensure that the net amount actually received by Y (free and clear of
Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y
would have received had no such deduction or withholding been required. However, X
will not be required to pay any additional amount to Y to the extent that it would
not be required to be paid but for: —




(A) the failure by Y to comply with or perform any agreement contained in



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Section 4(a)(i), 4(a)(iii) or 4(d); or




(B) the failure of a representation made by Y pursuant to Section 3(f) to be
accurate and true unless such failure would not have occurred but for (I)
any action taken by a taxing authority, or brought in a court of competent
jurisdiction, on or after the date on which a Transaction is entered into
(regardless of whether such action is taken or brought with respect to a
party to this Agreement) or (II) a Change in Tax Law.




(ii) Liability. If: —




(1) X is required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, to make any deduction or withholding in respect of
which X would not be required to pay an additional amount to Y under Section
2(d)(i)(4);




(2) X does not so deduct or withhold; and




(3) a liability resulting from such Tax is assessed directly against X,




then, except to the extent Y has satisfied or then satisfies the liability resulting from
such Tax, Y will promptly pay to X the amount of such liability (including any related
liability for interest, but including any related liability for penalties only if Y has
failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or
4(d)).



(e) Default Interest; Other Amounts. Prior to the occurrence or effective designation of an Early
Termination Date in respect of the relevant Transaction, a party that defaults in the performance
of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be
required to pay interest (before as well as after judgment) on the overdue amount to the other
party on demand in the same currency as such overdue amount, for the period from (and including)
the original due date for payment to (but excluding) the date of actual payment, at the Default
Rate. Such interest will be calculated on the basis of daily compounding and the actual number of
days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in
respect of the relevant Transaction, a party defaults in the performance of any obligation
required to be settled by delivery, it will compensate the other party on demand if and to the
extent provided for in the relevant Confirmation or elsewhere in this Agreement.



3. Representations




Each party represents to the other party (which representations will be deemed to be repeated by
each party on each date on which a Transaction is entered into and, in the case of the
representations in Section 3(f), at all times until the termination of this Agreement) that: —



(a) Basic Representations.





(i) Status.It is duly organized and validly existing under the laws of the jurisdiction
of its organization or incorporation and, if relevant under such laws, in good standing;




(ii) Powers. It has the power to execute this Agreement and any other documentation
relating to this Agreement to which it is a party, to deliver this Agreement and any other
documentation relating to this Agreement that it is required by this Agreement to deliver
and to perform its obligations under this Agreement and any obligations it has under any
Credit Support Document to which it is a party and has taken all necessary action to
authorize such execution, delivery and performance;




(iii) No Violation or Conflict. Such execution, delivery and performance do not violate or
conflict with any law applicable to it, any provision of its constitutional documents, any
order or



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judgment of any court or other agency of government applicable to it or any of its assets or
any contractual restriction binding on or affecting it or any of its assets;




(iv) Consents. All governmental and other consents that are required to have been obtained
by it with respect to this Agreement or any Credit Support Document to which it is a party
have been obtained and are in full force and effect and all conditions of any such consents
have been complied with; and




(v) Obligations Binding. Its obligations under this Agreement and any Credit Support
Document to which it is a party constitute its legal, valid and binding obligations,
enforceable in accordance with their respective terms (subject to applicable bankruptcy,
reorganization, insolvency, moratorium or similar laws affecting creditors’ rights
generally and subject, as to enforceability, to equitable principles of general application
(regardless of whether enforcement is sought in a proceeding in equity or at law)).



(b) Absence of Certain Events. No Event of Default or Potential Event of Default or, to its
knowledge, Termination Event with respect to it has occurred and is continuing and no such event or
circumstance would occur as a result of its entering into or performing its obligations under this
Agreement or any Credit Support Document to which it is a party.



(c) Absence of Litigation. There is not pending or, to its knowledge, threatened against it or any
of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal,
governmental body, agency or official or any arbitrator that is likely to affect the legality,
validity or enforceability against it of this Agreement or any Credit Support Document to which it
is a party or its ability to perform its obligations under this Agreement or such Credit Support
Document.



(d) Accuracy of Specified Information. All applicable information that is furnished in writing by
or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in
the Schedule is, as of the date of the information, true, accurate and complete in every material
respect.



(e) Payer Tax Representation. Each representation specified in the Schedule as being made by it
for the purpose of this Section 3(e) is accurate and true.



(f) Payee Tax Representations. Each representation specified in the Schedule as being made by it
for the purpose of this Section 3(f) is accurate and true.



4. Agreements




Each party agrees with the other that, so long as either party has or may have any obligation
under this Agreement or under any Credit Support Document to which it is a party: —



(a) Furnish Specified Information. It will deliver to the other party or, in certain cases under
subparagraph (iii) below, to such government or taxing authority as the other party reasonably
directs: —




(i) any forms, documents or certificates relating to taxation specified in the Schedule or
any Confirmation;




(ii) any other documents specified in the Schedule or any Confirmation; and




(iii) upon reasonable demand by such other party, any form or document that may be required
or reasonably requested in writing in order to allow such other party or its Credit Support
Provider to make a payment under this Agreement or any applicable Credit Support Document
without any deduction or withholding for or on account of any Tax or with such deduction or
withholding at a reduced rate (so long as the completion, execution or submission of such
form or document would not materially prejudice the legal or commercial position of the
party in receipt of such demand),



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with any such form or document to be accurate and completed in a manner reasonably
satisfactory to such other party and to be executed and to be delivered with any reasonably
required certification,



in each case by the date specified in the Schedule or such Confirmation or, if none is specified,
as soon as reasonably practicable.



(b) Maintain Authorizations. It will use all reasonable efforts to maintain in full force and
effect all consents of any governmental or other authority that are required to be obtained by it
with respect to this Agreement or any Credit Support Document to which it is a party and will use
all reasonable efforts to obtain any that may become necessary in the future.



(c) Comply with Laws. It will comply in all material respects with all applicable laws and orders
to which it may be subject if failure so to comply would materially impair its ability to perform
its obligations under this Agreement or any Credit Support Document to which it is a party.



(d) Tax Agreement. It will give notice of any failure of a representation made by it under Section
3(f) to be accurate and true promptly upon learning of such failure.



(e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon
it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is
incorporated, organized, managed and controlled, or considered to have its seat, or in which a
branch or office through which it is acting for the purpose of this Agreement is located (“Stamp
Tax Jurisdiction”) and will indemnify the other party against any Stamp Tax levied or imposed upon
the other party or in respect of the other party’s execution or performance of this Agreement by
any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the
other party.



5. Events of Default and Termination Events




(a) Events of Default. The occurrence at any time with respect to a party or, if applicable, any
Credit Support Provider of such party or any Specified Entity of such party of any of the following
events constitutes an event of default (an “Event of Default”) with respect to such party: —




(i) Failure to Pay or Deliver. Failure by the party to make, when due, any payment under
this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such
failure is not remedied on or before the third Local Business Day after notice of such
failure is given to the party;




(ii) Breach of Agreement. Failure by the party to comply with or perform any agreement or
obligation (other than an obligation to make any payment under this Agreement or delivery
under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or
obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by
the party in accordance with this Agreement if such failure is not remedied on or before
the thirtieth day after notice of such failure is given to the party;




(iii) Credit Support Default.




(1) Failure by the party or any Credit Support Provider of such party to comply
with or perform any agreement or obligation to be complied with or performed by it
in accordance with any Credit Support Document if such failure is continuing after
any applicable grace period has elapsed;




(2) the expiration or termination of such Credit Support Document or the failing or
ceasing of such Credit Support Document to be in full force and effect for the
purpose of this Agreement (in either case other than in accordance with its terms)
prior to the satisfaction of all obligations of such party under each Transaction
to which such Credit



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Support Document relates without the written consent of the other party; or




(3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or
rejects, in whole or in part, or challenges the validity of, such Credit Support Document;




(iv) Misrepresentation. A representation (other than a representation under Section 3(e) or (f))
made or repeated or deemed to have been made or repeated by the party or any Credit Support
Provider of such party in this Agreement or any Credit Support Document proves to have been
incorrect or misleading in any material respect when made or repeated or deemed to have been made
or repeated;




(v) Default under Specified Transaction. The party, any Credit Support Provider of such party or
any applicable Specified Entity of such party (1) defaults under a Specified Transaction and,
after giving effect to any applicable notice requirement or grace period, there occurs a
liquidation of, an acceleration of obligations under, or an early termination of, that Specified
Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace
period, in making any payment or delivery due on the last payment, delivery or exchange date of,
or any payment on early termination of, a Specified Transaction (or such default continues for at
least three Local Business Days if there is no applicable notice requirement or grace period) or
(3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or
such action is taken by any person or entity appointed or empowered to operate it or act on its
behalf);




(vi) Cross Default. If “Cross Default” is specified in the Schedule as applying to the party, the
occurrence or existence of (1) a default, event of default or other similar condition or event
(however described) in respect of such party, any Credit Support Provider of such party or any
applicable Specified Entity of such party under one or more agreements or instruments relating to
Specified Indebtedness of any of them (individually or collectively) in an aggregate amount of not
less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in
such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and
payable under such agreements or instruments, before it would otherwise have been due and payable
or (2) a default by such party, such Credit Support Provider or such Specified Entity
(individually or collectively) in making one or more payments on the due date thereof in an
aggregate amount of not less than the applicable Threshold Amount under such agreements or
instruments (after giving effect to any applicable notice requirement or grace period);




(vii) Bankruptcy. The party, any Credit Support Provider of such party or any applicable Specified
Entity of such party: —




(1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2)
becomes insolvent or is unable to pay its debts or fails or admits in writing its
inability generally to pay its debts as they become due; (3) makes a general assignment,
arrangement or composition with or for the benefit of its creditors; (4) institutes or has
instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any
other relief under any bankruptcy or insolvency law or other similar law affecting
creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in
the case of any such proceeding or petition instituted or presented against it, such
proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry
of an order for relief or the making of an order for its winding-up or liquidation or (B)
is not dismissed, discharged, stayed or restrained in each case within 30 days of the
institution or presentation thereof; (5) has a resolution passed for its winding-up,
official management or liquidation (other than pursuant to a consolidation, amalgamation
or merger); (6) seeks or becomes subject to the appointment of an administrator,
provisional liquidator, conservator, receiver, trustee, custodian or other similar
official for it or for all or substantially all its assets; (7) has a secured party take
possession of all or substantially all its assets or has a distress, execution,
attachment, sequestration or other legal process levied, enforced or sued on or against
all or



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substantially all its assets and such secured party maintains possession, or any
such process is not dismissed, discharged, stayed or restrained, in each case
within 30 days thereafter; (8) causes or is subject to any event with respect to it
which, under the applicable laws of any jurisdiction, has an analogous effect to
any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any
action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the foregoing acts; or




(viii) Merger Without Assumption. The party or any Credit Support Provider of such party
consolidates or amalgamates with, or merges with or into, or transfers all or substantially
all its assets to, another entity and, at the time of such consolidation, amalgamation,
merger or transfer: —




(1) the resulting, surviving or transferee entity fails to assume all the
obligations of such party or such Credit Support Provider under this Agreement or
any Credit Support Document to which it or its predecessor was a party by operation
of law or pursuant to an agreement reasonably satisfactory to the other party to
this Agreement; or




(2) the benefits of any Credit Support Document fail to extend (without the consent
of the other party) to the performance by such resulting, surviving or transferee
entity of its obligations under this Agreement.



(b) Termination Events. The occurrence at any time with respect to a party or, if applicable, any
Credit Support Provider of such party or any Specified Entity of such party of any event specified below
constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is
specified in (ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and,
if specified to be applicable, a Credit Event Upon Merger if the event is specified pursuant to
(iv) below or an Additional Termination Event if the event is specified pursuant to (v) below: —




(i) Illegality. Due to the adoption of, or any change in, any applicable law after the date
on which a Transaction is entered into, or due to the promulgation of, or any change in, the
interpretation by any court, tribunal or regulatory authority with competent jurisdiction
of any applicable law after such date, it becomes unlawful (other than as a result of a
breach by the party of Section 4(b)) for such party (which will be the Affected Party): —




(1) to perform any absolute or contingent obligation to make a payment or delivery
or to receive a payment or delivery in respect of such Transaction or to comply
with any other material provision of this Agreement relating to such Transaction;
or




(2) to perform, or for any Credit Support Provider of such party to perform, any
contingent or other obligation which the party (or such Credit Support Provider)
has under any Credit Support Document relating to such Transaction;




(ii) Tax Event. Due to (x) any action taken by a taxing authority, or brought in a court
of competent jurisdiction, on or after the date on which a Transaction is entered into
(regardless of whether such action is taken or brought with respect to a party to this
Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will,
or there is a substantial likelihood that it will, on the next succeeding Scheduled Payment
Date (1) be required to pay to the other party an additional amount in respect of an
Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section
2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to be
deducted or withheld for or on account of a Tax (except in respect of interest under
Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect
of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or
(B));




(iii) Tax Event Upon Merger. The party (the “Burdened Party”) on the next succeeding
Scheduled Payment Date will either (1) be required to pay an additional amount in respect
of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under
Section 2(e), 6(d)(ii) or



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6(e)) or (2) receive a payment from which an amount has been deducted or withheld for or on
account of any Indemnifiable Tax in respect of which the other party is not required to pay
an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case
as a result of a party consolidating or amalgamating with, or merging with or into, or
transferring all or substantially all its assets to, another entity (which will be the
Affected Party) where such action does not constitute an event described in Section
5(a)(viii);




(iv) Credit Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule as
applying to the party, such party (“X”), any Credit Support Provider of X or any applicable
Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers
all or substantially all its assets to, another entity and such action does not constitute
an event described in Section 5(a)(viii) but the creditworthiness of the resulting,
surviving or transferee entity is materially weaker than that of X, such Credit Support
Provider or such Specified Entity, as the case may be, immediately prior to such action
(and, in such event, X or its successor or transferee, as appropriate, will be the Affected
Party); or




(v) Additional Termination Event. If any “Additional Termination Event” is specified in
the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event,
the Affected Party or Affected Parties shall be as specified for such Additional
Termination Event in the Schedule or such Confirmation).



(c) Event of Default and Illegality. If an event or circumstance which would otherwise constitute
or give rise to an Event of Default also constitutes an Illegality, it will be treated as an
Illegality and will not constitute an Event of Default.



6. Early Termination




(a) Right to Terminate Following Event of Default. If at any time an Event of Default with respect
to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the
“Non-defaulting Party”) may, by not more than 20 days notice to the Defaulting Party specifying
the relevant Event of Default, designate a day not earlier than the day such notice is effective
as an Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic
Early Termination” is specified in the Schedule as applying to a party, then an Early Termination
Date in respect of all outstanding Transactions will occur immediately upon the occurrence with
respect to such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or,
to the extent analogous thereto, (8), and as of the time immediately preceding the institution of
the relevant proceeding or the presentation of the relevant petition upon the occurrence with
respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent
analogous thereto, (8).



(b) Right to Terminate Following Termination Event.





(i) Notice. If a Termination Event occurs, an Affected Party will, promptly upon becoming
aware of it, notify the other party, specifying the nature of that Termination Event and
each Affected Transaction and will also give such other information about that Termination
Event as the other party may reasonably require.




(ii) Transfer to Avoid Termination Event. If either an Illegality under Section 5(b)(i)(1)
or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and
the Burdened Party is the Affected Party, the Affected Party will, as a condition to its
right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable
efforts (which will not require such party to incur a loss, excluding immaterial,
incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i)
all its rights and obligations under this Agreement in respect of the Affected Transactions
to another of its Offices or Affiliates so that such Termination Event ceases to exist.



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If the Affected Party is not able to make such a transfer it will give notice to the other
party to that effect within such 20 day period, whereupon the other party may effect such a
transfer within 30 days after the notice is given under Section 6(b)(i).




Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional
upon the prior written consent of the other party, which consent will not be withheld if
such other party’s policies in effect at such time would permit it to enter into
transactions with the transferee on the terms proposed.




(iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs
and there are two Affected Parties, each party will use all reasonable efforts to reach
agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to
avoid that Termination Event.




(iv) Right to Terminate. If: —




(1) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as
the case may be, has not been effected with respect to all Affected Transactions
within 30 days after an Affected Party gives notice under Section 6(b)(i); or




(2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an
Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the
Burdened Party is not the Affected Party,




either party in the case of an Illegality, the Burdened Party in the case of a Tax Event
Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination
Event if there is more than one Affected Party, or the party which is not the Affected
Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there
is only one Affected Party may, by not more than 20 days notice to the other party and
provided that the relevant Termination Event is then continuing, designate a day not
earlier than the day such notice is effective as an Early Termination Date in respect of
all Affected Transactions.



(c) Effect of Designation.





(i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the
Early Termination Date will occur on the date so designated, whether or not the relevant Event of
Default or Termination Event is then continuing.




(ii) Upon the occurrence or effective designation of an Early Termination Date, no further
payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated
Transactions will be required to be made, but without prejudice to the other provisions of
this Agreement. The amount, if any, payable in respect of an Early Termination Date shall
be determined pursuant to Section 6(e).



(d) Calculations.





(i) Statement. On or as soon as reasonably practicable following the occurrence of an Early
Termination Date, each party will make the calculations on its part, if any, contemplated
by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable
detail, such calculations (including all relevant quotations and specifying any amount
payable under Section 6(e)) and (2) giving details of the relevant account to which any
amount payable to it is to be paid. In the absence of written confirmation from the source
of a quotation obtained in determining a Market Quotation, the records of the party
obtaining such quotation will be conclusive evidence of the existence and accuracy of such
quotation.




(ii) Payment Date. An amount calculated as being due in respect of any Early Termination
Date under Section 6(e) will be payable on the day that notice of the amount payable is
effective (in the case of an Early Termination Date which is designated or occurs as a
result of an Event of



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Default) and on the day which is two Local Business Days after the day on which notice of
the amount payable is effective (in the case of an Early Termination Date which is
designated as a result of a Termination Event). Such amount will be paid together with (to
the extent permitted under applicable law) interest thereon (before as well as after
judgment) in the Termination Currency, from (and including) the relevant Early Termination
Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest
will be calculated on the basis of daily compounding and the actual number of days elapsed.


(e) Payments on Early Termination. If an Early Termination Date occurs, the following provisions
shall apply based on the parties’ election in the Schedule of a payment measure, either “Market Quotation”
or “Loss,” and a payment method, either the “First Method” or the “Second Method.” If the parties
fail to designate a payment measure or payment method in the Schedule, it will be deemed that
“Market Quotation” or the “Second Method,” as the case may be, shall apply. The amount, if any,
payable in respect of an Early Termination Date and determined pursuant to this Section will be
subject to any Set-off.





	 	(i)	 	Events of Default. If the Early Termination Date results from an Event of Default: —






(1) First Method and Market Quotation. If the First Method and Market Quotation
apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a
positive number, of (A) the sum of the Settlement Amount (determined by the
Non-defaulting Party) in respect of the Terminated Transactions and the Termination
Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over
(B) the Termination Currency Equivalent of the Unpaid Amounts owing to the
Defaulting Party.




(2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party
will pay to the Non-defaulting Party, if a positive number, the Non-defaulting
Party’s Loss in respect of this Agreement.




(3) Second Method and Market Quotation. If the Second Method and Market Quotation
apply, an amount will be payable equal to (A) the sum of the Settlement Amount
(determined by the Non-defaulting Party) in respect of the Terminated Transactions
and the Termination Currency Equivalent of the Unpaid Amounts owing to the
Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid
Amounts owing to the Defaulting Party. If that amount is a positive number, the
Defaulting Party will pay it to the Non-defaulting Party; if it is a negative
number, the Non-defaulting Party will pay the absolute value of that amount to the
Defaulting Party.




(4) Second Method and Loss. If the Second Method and Loss apply, an amount will be
payable equal to the Non-defaulting Party’s Loss in respect of this Agreement. If
that amount is a positive number, the Defaulting Party will pay it to the
Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay
the absolute value of that amount to the Defaulting Party.




	 	(ii)	 	Termination Events. If the Early Termination Date results from a Termination
Event: —






(1) One Affected Party. If there is one Affected Party, the amount payable will be
determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or
Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the
Defaulting Party and to the Non-defaulting Party will be deemed to be references to
the Affected Party and the party which is not the Affected Party, respectively,
and, if Loss applies and fewer than all the Transactions are being terminated, Loss
shall be calculated in respect of all Terminated Transactions.




(2) Two Affected Parties. If there are two Affected Parties: —



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(A) if Market Quotation applies, each party will determine a Settlement
Amount in respect of the Terminated Transactions, and an amount will be
payable equal to (I) the sum of (a) one-half of the difference between the
Settlement Amount of the party with the higher Settlement Amount (“X”) and
the Settlement Amount of the party with the lower Settlement Amount (“Y”)
and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X
less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to
Y; and




(B) if Loss applies, each party will determine its Loss in respect of this
Agreement (or, if fewer than all the Transactions are being terminated, in
respect of all Terminated Transactions) and an amount will be payable equal
to one-half of the difference between the Loss of the party with the higher
Loss (“X”) and the Loss of the party with the lower Loss (“Y”).




If the amount payable is a positive number, Y will pay it to X; if it is a negative
number, X will pay the absolute value of that amount to Y.




(iii) Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs
because “Automatic Early Termination” applies in respect of a party, the amount determined
under this Section 6(e) will be subject to such adjustments as are appropriate and
permitted by law to reflect any payments or deliveries made by one party to the other under
this Agreement (and retained by such other party) during the period from the relevant Early
Termination Date to the date for payment determined under Section 6(d)(ii).




(iv) Pre-Estimate. The parties agree that if Market Quotation applies an amount recoverable
under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount
is payable for the loss of bargain and the loss of protection against future risks and
except as otherwise provided in this Agreement neither party will be entitled to recover
any additional damages as a consequence of such losses.



7. Transfer



Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under
this Agreement may be transferred (whether by way of security or otherwise) by either party
without the prior written consent of the other party, except that: —



(a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation
with, or merger with or into, or transfer of all or substantially all its assets to, another
entity (but without prejudice to any other right or remedy under this Agreement); and



(b) a party may make such a transfer of all or any part of its interest in any amount payable to
it from a Defaulting Party under Section 6(e).



Any purported transfer that is not in compliance with this Section will be void.




8. Contractual Currency



(a) Payment in the Contractual Currency. Each payment under this Agreement will be made in the
relevant currency specified in this Agreement for that payment (the “Contractual Currency”). To
the extent permitted by applicable law, any obligation to make payments under this Agreement in
the Contractual Currency will not be discharged or satisfied by any tender in any currency other
than the Contractual Currency, except to the extent such tender results in the actual receipt by
the party to which payment is owed, acting in a reasonable manner and in good faith in converting
the currency so tendered into the Contractual Currency, of the full amount in the Contractual
Currency of all amounts payable in respect of this Agreement. If for any reason the amount in
the Contractual Currency so received falls short of the




ISDA ® 1992





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amount in the Contractual Currency payable in respect of this Agreement, the party required to make
the payment will, to the extent permitted by applicable law, immediately pay such additional amount
in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason
the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency
payable in respect of this Agreement, the party receiving the payment will refund promptly the
amount of such excess.



(b) Judgments. To the extent permitted by applicable law, if any judgment or order expressed in a
currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in
respect of this Agreement, (ii) for the payment of any amount relating to any early termination in
respect of this Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in
full of the aggregate amount to which such party is entitled pursuant to the judgment or order,
will be entitled to receive immediately from the other party the amount of any shortfall of the
Contractual Currency received by such party as a consequence of sums paid in such other currency
and will refund promptly to the other party any excess of the Contractual Currency received by such
party as a consequence of sums paid in such other currency if such shortfall or such excess arises
or results from any variation between the rate of exchange at which the Contractual Currency is
converted into the currency of the judgment or order for the purposes of such judgment or order and
the rate of exchange at which such party is able, acting in a reasonable manner and in good faith
in converting the currency received into the Contractual Currency, to purchase the Contractual
Currency with the amount of the currency of the judgment or order actually received by such party.
The term “rate of exchange” includes, without limitation, any premiums and costs of exchange
payable in connection with the purchase of or conversion into the Contractual Currency.



(c) Separate Indemnities. To the extent permitted by applicable law, these indemnities constitute
separate and independent obligations from the other obligations in this Agreement, will be
enforceable as separate and independent causes of action, will apply notwithstanding any
indulgence granted by the party to which any payment is owed and will not be affected by judgment
being obtained or claim or proof being made for any other sums payable in respect of this
Agreement.



(d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient for a party to
demonstrate that it would have suffered a loss had an actual exchange or purchase been made.




9. Miscellaneous



(a) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the
parties with respect to its subject matter and supersedes all oral communication and prior
writings with respect thereto.



(b) Amendments. No amendment, modification or waiver in respect of this Agreement will be
effective unless in writing (including a writing evidenced by a facsimile transmission) and
executed by each of the parties or confirmed by an exchange of telexes or electronic messages on
an electronic messaging system.



(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations
of the parties under this Agreement will survive the termination of any Transaction.



(d) Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and
privileges provided in this Agreement are cumulative and not exclusive of any rights, powers,
remedies and privileges provided by law.



(e) Counterparts and Confirmations.





(i) This Agreement (and each amendment, modification and waiver in respect of it) may be
executed and delivered in counterparts (including by facsimile transmission), each of which
will be deemed an original.



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(ii) The parties intend that they are legally bound by the terms of each Transaction from
the moment they agree to those terms (whether orally or otherwise). A Confirmation shall be
entered into as soon as practicable and may be executed and delivered in counterparts
(including by facsimile transmission) or be created by an exchange of telexes or by an
exchange of electronic messages on an electronic messaging system, which in each case will
be sufficient for all purposes to evidence a binding supplement to this Agreement. The
parties will specify therein or through another effective means that any such counterpart,
telex or electronic message constitutes a Confirmation.


(f) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect
of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of
any right, power or privilege will not be presumed to preclude any subsequent or further exercise,
of that right, power or privilege or the exercise of any other right, power or privilege.



(g) Headings. The headings used in this Agreement are for convenience of reference only and are
not to affect the construction of or to be taken into consideration in interpreting this
Agreement.




10. Offices; Multibranch Parties



(a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a
Transaction through an Office other than its head or home office represents to the other party
that, notwithstanding the place of booking office or jurisdiction of incorporation or organization
of such party, the obligations of such party are the same as if it had entered into the Transaction
through its head or home office. This representation will be deemed to be repeated by such party on
each date on which a Transaction is entered into.



(b) Neither party may change the Office through which it makes and receives payments or deliveries
for the purpose of a Transaction without the prior written consent of the other party.



(c) If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may
make and receive payments or deliveries under any Transaction through any Office listed in the
Schedule, and the Office through which it makes and receives payments or deliveries with respect
to a Transaction will be specified in the relevant Confirmation.




11. Expenses



A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all
reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party
by reason of the enforcement and protection of its rights under this Agreement or any Credit
Support Document to which the Defaulting Party is a party or by reason of the early termination of
any Transaction, including, but not limited to, costs of collection.




12. Notices



(a) Effectiveness. Any notice or other communication in respect of this Agreement may be given in
any manner set forth below (except that a notice or other communication under Section 5 or 6 may not
be given by facsimile transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the Schedule) and will be
deemed effective as indicated:—





	 	(i)	 	if in writing and delivered in person or by courier, on the date it is delivered;
	 
	 	(ii)	 	if sent by telex, on the date the recipient’s answerback is received;
	 
	 	(iii)	 	if sent by facsimile transmission, on the date that transmission is received by a responsible





ISDA ® 1992






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	 	 	 	employee of the recipient in legible form (it being agreed that the burden of proving
receipt will be on the sender and will not be met by a transmission report generated by the
sender’s facsimile machine);
	 
	 	(iv)	 	if sent by certified or registered mail (airmail, if overseas) or the equivalent
(return receipt requested), on the date that mail is delivered or its delivery is attempted;
or
	 
	 	(v)	 	if sent by electronic messaging system, on the date that electronic message is received,
unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a
Local Business Day or that communication is delivered (or attempted) or received, as applicable,
after the close of business on a Local Business Day, in which case that communication shall be
deemed given and effective on the first following day that is a Local Business Day.







(b) Change of Addresses. Either party may by notice to the other change the address, telex or
facsimile number or electronic messaging system details at which notices or other communications are to be
given to it.




13. Governing Law and Jurisdiction



(a) Governing Law. This Agreement will be governed by and construed in accordance with the law
specified in the Schedule.



(b) Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement
(“Proceedings”), each party irrevocably: —





(i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be
governed by English law, or to the non-exclusive jurisdiction of the courts of the State of
New York and the United States District Court located in the Borough of Manhattan in New
York City, if this Agreement is expressed to be governed by the laws of the State of New
York; and




(ii) waives any objection which it may have at any time to the laying of venue of any
Proceedings brought in any such court, waives any claim that such Proceedings have been
brought in an inconvenient forum and further waives the right to object, with respect to
such Proceedings, that such court does not have any jurisdiction over such party.


Nothing in this Agreement precludes either party from bringing Proceedings in any other
jurisdiction (outside, if this Agreement is expressed to be governed by English law, the
Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or
any modification, extension or re-enactment thereof for the time being in force) nor will the
bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in
any other jurisdiction.



(c) Service of Process. Each party irrevocably appoints the Process Agent (if any) specified
opposite its name in the Schedule to receive, for it and on its behalf, service of process in any
Proceedings. If for any reason any party’s Process Agent is unable to act as such, such party will
promptly notify the other party and within 30 days appoint a substitute process agent acceptable
to the other party. The parties irrevocably consent to service of process given in the manner
provided for notices in Section 12. Nothing in this Agreement will affect the right of either
party to serve process in any other manner permitted by law.



(d) Waiver of Immunities. Each party irrevocably waives, to the fullest extent permitted by
applicable law, with respect to itself and its revenues and assets (irrespective of their use or
intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit,
(ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance
or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and
(v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise
be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the
extent permitted by applicable law, that it will not claim any such immunity in any




ISDA ® 1992







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Proceedings.




14. Definitions



As used in this Agreement: —



“Additional Termination Event” has the meaning specified in Section 5(b).



“Affected Party” has the meaning specified in Section 5(b).



“Affected Transactions” means (a) with respect to any Termination Event consisting of an
Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of
such Termination Event and (b) with respect to any other Termination Event, all Transactions.



“Affiliate” means, subject to the Schedule, in relation to any person, any entity controlled,
directly or indirectly, by the person, any entity that controls, directly or indirectly, the
person or any entity directly or indirectly under common control with the person. For this
purpose, “control” of any entity or person means ownership of a majority of the voting power of
the entity or person.



“Applicable Rate” means: —



(a) in respect of obligations payable or deliverable (or which would have been but for Section
2(a)(iii)) by a Defaulting Party, the Default Rate;



(b) in respect of an obligation to pay an amount under Section 6(e) of either party from and after
the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the
Default Rate;



(c) is respect of all other obligations payable or deliverable (or which would have been but for
Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and



(d) in all other cases, the Termination Rate.



“Burdened Party” has the meaning specified in Section 5(b).



“Change in Tax Law” means the enactment, promulgation, execution or ratification of, or any change
in or amendment to, any law (or in the application or official interpretation of any law) that
occurs on or after the date on which the relevant Transaction is entered into.



“consent” includes a consent, approval, action, authorization, exemption, notice, filing,
registration or exchange control consent.



“Credit Event Upon Merger” has the meaning specified in Section 5(b).



“Credit Support Document” means any agreement or instrument that is specified as such in this
Agreement.



“Credit Support Provider” has the meaning specified in the Schedule.



“Default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual
cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant
amount plus 1% per annum.



“Defaulting Party” has the meaning specified in Section 6(a).



“Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iv).



“Event of Default” has the meaning specified in Section 5(a) and, if applicable, in the Schedule.




ISDA ® 1992







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“Illegality” has the meaning specified in Section 5(b).



“Indemnifiable Tax” means any Tax other than a Tax that would not be imposed in respect of a
payment under this Agreement but for a present or former connection between the jurisdiction of the
government or taxation authority imposing such Tax and the recipient of such payment or a person
related to such recipient (including, without limitation, a connection arising from such recipient
or related person being or having been a citizen or resident of such jurisdiction, or being or
having been organized, present or engaged in a trade or business in such jurisdiction, or having or
having had a permanent establishment or fixed place of business in such jurisdiction, but excluding
a connection arising solely from such recipient or related person having executed, delivered,
performed its obligations or received a payment under, or enforced, this Agreement or a Credit
Support Document).



“law” includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by
the practice of any relevant governmental revenue authority) and “lawful” and “unlawful” will be
construed accordingly.



“Local Business Day” means, subject to the Schedule, a day on which commercial banks are open for
business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to
any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or,
if not so specified, as otherwise agreed by the parties in writing or determined pursuant to
provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any
other payment, in the place where the relevant account is located and, if different, in the
principal financial centre, if any, of the currency of such payment, (c) in relation to any notice
or other communication, including notice contemplated under Section 5(a)(i), in the city specified
in the address for notice provided by the recipient and, in the case of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and (d) in relation to
Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified
Transaction.



“Loss” means, with respect to this Agreement or one or more Terminated Transactions, as the case
may be, and a party, the Termination Currency Equivalent of an amount that party reasonably
determines in good faith to be its total losses and costs (or gain, in which case expressed as a
negative number) in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at
the election of such party but without duplication, loss or cost incurred as a result of its
terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or
any gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each applicable condition
precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid
duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a
party’s legal fees and out-of-pocket expenses referred to under Section 11. A party will determine
its Loss as of the relevant Early Termination Date or, if that is not reasonably practicable, as
of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine
its Loss by reference to quotations of relevant rates or prices from one or more leading dealers
in the relevant markets.



“Market Quotation” means, with respect to one or more Terminated Transactions and a party making
the determination, an amount determined on the basis of quotations from Reference Market-makers.
Each quotation will be for an amount, if any, that would be paid to such party (expressed as a
negative number) or by such party (expressed as a positive number) in consideration of an
agreement between such party (taking into account any existing Credit Support Document with
respect to the obligations of such party) and the quoting Reference Market-maker to enter into a
transaction (the “Replacement Transaction”) that would have the effect of preserving for such
party the economic equivalent of any payment or delivery (whether the underlying obligation was
absolute or contingent and assuming the satisfaction of each applicable condition precedent) by
the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
Transactions that would, but for the occurrence of the relevant Early Termination Date, have been
required after that date. For this purpose, Unpaid Amounts in respect of the Terminated
Transaction or group of Terminated Transactions are to be excluded but, without limitation, any
payment or delivery that would, but for the relevant Early Termination Date, have been required
(assuming satisfaction of each




ISDA ® 1992




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applicable condition precedent) after that Early Termination Date is to be included. The
Replacement Transaction would be subject to such documentation as such party and the Reference
Market-maker may, in good faith, agree. The party making the determination (or its agent) will
request each Reference Market-maker to provide its quotation to the extent reasonably practicable
as of the same day and time (without regard to different time zones) on or as soon as reasonably
practicable after the relevant Early Termination Date. The day and time as of which those
quotations are to be obtained will be selected in good faith by the party obliged to make a
determination under Section 6(e), and, if each party is so obliged, after consultation with the
other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean
of the quotations, without regard to the quotations having the highest and lowest values. If
exactly three such quotations are provided, the Market Quotation will be the quotation remaining
after disregarding the highest and lowest quotations. For this purpose, if more than one quotation
has the same highest value or lowest value, then one of such quotations shall be disregarded. If
fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of
such Terminated Transaction or group of Terminated Transactions cannot be determined.



“Non-default Rate” means a rate per annum equal to the cost (without proof or evidence of any
actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant
amount.



“Non-defaulting Party” has the meaning specified in Section 6(a).



“Office” means a branch or office of a party, which may be such party’s head or home office.



“Potential Event of Default” means any event which, with the giving of notice or the lapse of time
or both, would constitute an Event of Default.



“Reference Market-makers” means four leading dealers in the relevant market selected by the party
determining a Market Quotation in good faith (a) from among dealers of the highest credit standing
which satisfy all the criteria that such party applies generally at the time in deciding whether to
offer or to make an extension of credit and (b) to the extent practicable, from among such dealers
having an office in the same city.



“Relevant Jurisdiction” means, with respect to a party, the jurisdictions (a) in which the party
is incorporated organized, managed and controlled or considered to have its seat, (b) where an
Office through which the party is acting for purposes of this Agreement is located, (c) in which
the party executes this Agreement and (d) in relation to any payment, from or through which such
payment is made.



“Scheduled Payment Date” means a date on which a payment or delivery is to be made under Section
2(a)(i) with respect to a Transaction.



“Set-off” means set-off, offset, combination of accounts, right of retention or withholding or
similar right or requirement to which the payer of an amount under Section 6 is entitled or
subject (whether arising under this Agreement, another contract, applicable law or otherwise) that
is exercised by, or imposed on, such payer.



“Settlement Amount” means, with respect to a party and any Early Termination Date, the sum of: —



(a) the Termination Currency Equivalent of the Market Quotations (whether positive or negative)
for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation
is determined; and



(b) such party’s Loss (whether positive or negative and without reference to any Unpaid Amounts)
for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation
cannot be determined or would not (in the reasonable belief of the party making the determination)
produce a commercially reasonable result.




ISDA ® 1992







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“Specified Entity” has the meaning specified in the Schedule.



“Specified Indebtedness” means, subject to the Schedule, any obligation (whether present or
future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed
money.



“Specified Transaction” means, subject to the Schedule, (a) any transaction (including an agreement
with respect thereto) now existing or hereafter entered into between one party to this Agreement
(or any Credit Support Provider of such party or any applicable Specified Entity of such party) and
the other party to this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap transaction, basis swap,
forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or
equity index option, bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including any option with
respect to any of these transactions), (b) any combination of these transactions and (c) any other
transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.



“Stamp Tax” means any stamp, registration, documentation or similar tax.



“Tax” means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature
(including interest, penalties and additions thereto) that is imposed by any government or other
taxing authority in respect of any payment under this Agreement other than a stamp, registration,
documentation or similar tax.



“Tax Event” has the meaning specified in Section 5(b).



“Tax Event Upon Merger” has the meaning specified in Section 5(b).



“Terminated Transactions” means with respect to any Early Termination Date (a) if resulting from a
Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all
Transactions (in either case) in effect immediately before the effectiveness of the notice
designating that Early Termination Date (or, if “Automatic Early Termination” applies, immediately
before that Early Termination Date).



“Termination Currency” has the meaning specified in the Schedule.



“Termination Currency Equivalent” means, in respect of any amount denominated in the Termination
Currency, such Termination Currency amount and, in respect of any amount denominated in a currency
other than the Termination Currency (the “Other Currency”), the amount in the Termination Currency
determined by the party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant
Market Quotation or Loss (as the case may be), is determined as of a later date, that later date,
with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange
agent (selected as provided below) for the purchase of such Other Currency with the Termination
Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on
such date as would be customary for the determination of such a rate for the purchase of such
Other Currency for value on the relevant Early Termination Date or that later date. The foreign
exchange agent will, if only one party is obliged to make a determination under Section 6(e), be
selected in good faith by that party and otherwise will be agreed by the parties.



“Termination Event” means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified
to be applicable, a Credit Event Upon Merger or an Additional Termination Event.



“Termination Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof
or evidence of any actual cost) to each party (as certified by such party) if it were to fund or
of funding such amounts.



“Unpaid Amounts” owing to any party means, with respect to an Early Termination Date, the
aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or
that would have become




ISDA ® 1992







18









 







payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of
each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have
been but for Section 2(a)(iii)) required to be settled by delivery to such party on or prior to
such Early Termination Date and which has not been so settled as at such Early Termination Date, an
amount equal to the fair market value of that which was (or would have been) required to be
delivered as of the originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such amounts, from (and
including) the date such amounts or obligations were or would have been required to have been paid
or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such amounts
of interest will be calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause (b) above shall be
reasonably determined by the party obliged to make the determination under Section 6(e) or, if each
party is so obliged, it shall be the average of the Termination Currency Equivalents of the fair
market values reasonably determined by both parties.



IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below
with effect from the date specified on the first page of this document.




ISDA ® 1992





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	THE ROYAL BANK OF SCOTLAND PLC	 	 	 	CAMPBELL STRATEGIC
ALLOCATION	 	 
	By: Greenwich Capital Markets, Inc., its agent	 	 	 	FUND, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Brian Halligan	 	 	 	By	 	/s/ Thomas P. Lloyd	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Brian Halligan	 	 	 	 	 	Name:
	 	Thomas P. Lloyd	 	 
	 

	 	Title:
	 	Senior Vice President	 	 	 	 	 	Title:
	 	General Counsel	 	 
	 

	 	Date:	 	9/2/08	 	 	 	 	 	 	 	Campbell & Company, Inc.,	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	General Partner	 	 
	 

	 	 
	 	 	 	 	 	 	 	Date:
	 	9.2.08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By	 	/s/ Gregory T. Donovan	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:	 	Gregory T. Donovan	 	 
	 

	 	 	 	 	 	 	 	 	 	Title:	 	CFO / Campbell & Company, Inc.	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	General Partner	 	 
	 

	 	 	 	 	 	 	 	 	 	Date:	 	9/2/08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	CAMPBELL FUND TRUST	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	By	 	/s/ Thomas P. Lloyd	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:
	 	Thomas P. Lloyd	 	 
	 

	 	 
	 	 	 	 	 	 	 	Title:
	 	General Counsel	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 	Campbell & Company, Inc.,	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Managing Operator	 	 
	 

	 	 	 	 	 	 	 	 	 	Date:
	 	9.2.08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By	 	/s/ Gregory T. Donovan	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:	 	Gregory T. Donovan	 	 
	 

	 	 	 	 	 	 	 	 	 	Title:	 	CFO / Campbell & Company, Inc.	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Managing Operator	 	 
	 

	 	 	 	 	 	 	 	 	 	Date:	 	9/2/08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	THE CAMPBELL MULTI-STRATEGY TRUST	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By	 	/s/ Thomas P. Lloyd	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:	 	Thomas P. Lloyd	 	 
	 

	 	 	 	 	 	 	 	 	 	Title:	 	Secretary	 	 
	 

	 	 	 	 	 	 	 	 	 	Date:	 	9.2.08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By	 	/s/ Gregory T. Donovan	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:	 	Gregory T. Donovan	 	 
	 

	 	 	 	 	 	 	 	 	 	Title:	 	Treasurer	 	 
	 

	 	 	 	 	 	 	 	 	 	Date:	 	9/2/08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CAMPBELL & COMPANY, INC.	 	 	 	CAMPBELL & COMPANY
INVESTMENT 
ADVISER LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Thomas P. Lloyd	 	 	 	By:	 	/s/ Thomas P. Lloyd	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Thomas P. Lloyd
	 	 	 	 	 	Name:
	 	Thomas P. Lloyd	 	 
	 

	 	Title:
	 	General Counsel
	 	 	 	 	 	Title:
	 	Secretary	 	 
	 

	 	 	 	Campbell & Company, Inc.
	 	 	 	 	 	 	 	Campbell & Company	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Investment Adviser LLC	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	9.2.08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Gregory T. Donovan	 	 	 	By:	 	/s/ Gregory T. Donovan	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Gregory T. Donovan	 	 	 	 	 	Name:	 	Gregory T. Donovan	 	 
	 

	 	Title:
	 	CFO / Campbell & Company, Inc.	 	 	 	 	 	Title:	 	Treasurer	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 






ISDA ® 1992




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SCHEDULE

TO THE

MASTER AGREEMENT

DATED AS OF AUGUST 4, 2008




between




THE ROYAL BANK OF SCOTLAND PLC,

established as a bank under the laws of Scotland

(“Party A”)




and




EACH COUNTERPARTY LISTED ON EXHBIIT A ATTACHED HERETO, severally and not jointly

(each, a “Party B”)



Each party listed on Exhibit A hereto shall be referred to individually as “Party B”. It is
understood and agreed that this document (ISDA Master Agreement, Schedule and, Credit Support
Annex) shall constitute a separate agreement between Party A and each Party B, as if each Party B
had executed a separate document naming only itself as Party B (a “Separate Agreement”), and (b) no
Party B shall have any liability for the obligations of any other Party B. With respect to any
particular Party B, only Confirmations of Transactions between Party A and that particular Party B
shall be part of the Separate Agreement between Party A and that Party B, references in the
Agreement to the Schedule shall be deemed to refer to the Schedule as prepared for such party and
the term “this Agreement” shall be construed accordingly. Exhibit A cannot be modified without
Party A’s consent.




PART 1

TERMINATION PROVISIONS





	(a)	 	“Specified Entity” means in relation to Party A for the purpose of:-





	 	 	 
	Section 5(a)(v) (Default under Specified Transaction)

	 	: Not Applicable
	Section 5(a)(vi) (Cross Default)

	 	: Not Applicable
	Section 5(a)(vii) (Bankruptcy)

	 	: Not Applicable
	Section 5(b)(iv) (Credit Event upon Merger)

	 	: Not Applicable
	 
	and in relation to Party B for the purpose of:-
	 	 
	 
	Section 5(a)(v) (Default under Specified Transaction)

	 	: Not Applicable
	Section 5(a)(vi) (Cross Default)

	 	: Not Applicable
	Section 5(a)(vii) (Bankruptcy)

	 	: Not Applicable
	Section 5(b)(iv) (Credit Event upon Merger)

	 	: Not Applicable







	(b)	 	Specified Transaction will have the meaning assigned in Section 14 of this Agreement.




 









 











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	(c)	 	The “Cross-Default” provisions of Section 5(a)(vi)
	 
	 	 	     will apply to Party A.

     will apply to Party B.
	 
	 	 	If such provisions apply:-
	 
	 	 	“Specified Indebtedness”, with respect to any person, means (i) all obligations of that
person (whether present or future, contingent or otherwise, as principal, surety or
otherwise) in respect of borrowed money; (ii) all reimbursement obligations in respect of
letters of credit, financial guaranty insurance policies or surety bonds issued for the
account of that person; and (iii) solely for purposes of Section 5(a)(vi)(2) of this
Agreement, any Derivative Transaction. For such purposes, “Derivative Transaction” means (x)
any transaction which is a rate swap transaction, basis swap, forward rate transaction,
commodity swap, commodity option, equity or equity index swap, equity or equity index
option, bond option, interest rate option, foreign exchange transaction, cap transaction,
floor transaction, collar transaction, currency swap transaction, cross-currency rate swap
transaction, currency option, total return swap transaction, credit default swap transaction
or any other similar transaction (including any option with respect to any of these
transactions) and (y) any combination of these transactions.
	 
	 	 	“Threshold Amount” means, (i) with respect to Party A, three (3) percent of the
shareholders’ equity of Party A as shown on its most recent annual audited financial
statements, and (ii) with respect to Party B, the lower of (a) two (2) percent of its Net
Asset Value as defined in Part 1(h)(i) below or (b) $25,000,000 (including, in each case,
its equivalent in any other currency).
	 
	(d)	 	The “Credit Event Upon Merger” provisions of Section 5(b)(iv).
	 
	 	 	     will apply to Party A.

     will apply to Party B.
	 
	(e)	 	The “Automatic Early Termination” provision of Section 6(a).
	 
	 	 	     will not apply to Party A.

     will not apply to Party B.
	 
	(f)	 	Payments on Early Termination. For the purpose of Section 6(e) of this Agreement:-
	 
	 	 	(i) Loss will apply.

	 
	 	 	(ii) The Second Method will apply.
	 
	(g)	 	“Termination Currency” means United States Dollars.
	 
	(h)	 	Additional Termination Event will apply. Each of the following shall constitute
Additional Termination Events:-
	 
	 	 	(i) NAV Decline. (A) Party B’s month-end Net Asset Value declines by (1) 20% or more from
the previous month-end Net Asset Value, (2) 30% or more from the month-end Net Asset Value
as of the 3rd preceding month (i.e., on a three-month rolling basis), or (3) 45%
or more from the highest month-end Net Asset Value achieved during the previous 12-month
period (in the case of (1), (2) and (3) above, the Net Asset Value decline is to be
calculated excluding the impact of redemptions), or (B) 50% or more from the previous
calendar year-end Net Asset Value, regardless of the cause of such decline (including the
impact of redemptions, if any). As used herein, “Net Asset Value” shall mean the fair
market value of all assets of Party B less the




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	 	 	fair market value of all liabilities of Party B (including, without limitation, liabilities
under all outstanding swap agreements and other derivative transactions).
	 
	 	 	(ii) Change or Breach of Investment Guidelines. The failure of Party B or the Investment
Manager to comply with the investment policies and restrictions set forth in the Investment
Guidelines, or any material change of such Investment Guidelines if unacceptable to Party A
in its sole discretion.
	 
	 	 	(iii) Change or Breach of Operative Documents. The Management Agreement between Party B and
the Investment Manager or any Operative Document is (a) terminated or ceases to be in full
force and effect or (b) is amended or modified and such amendment or modification could
reasonably be expected by Party A to have a material adverse effect on the rights of Party A
under this Agreement, any Credit Support Document, or any Transaction or on the ability of
Party B to perform its obligations under, or its authority to enter into, this Agreement,
any Credit Support Document or any Transaction.
	 
	 	 	(iv) License Status. The Investment Manager’s registration with the Commodities Futures
Trading Commission, as it relates to their status as a commodity trading advisor, is
involuntarily revoked.
	 
	 	 	For purposes of the foregoing Termination Events (i) — (iv), Party B shall be the Affected
Party.
	 
	 	 	(v) Trading Agreement Default. Either Party A or Party B (or any Credit Support Provider or
Specified Entity of Party A or Party B) defaults under a Trading Agreement (as defined
below) and, after giving effect to any applicable notice requirement or grace period in
such Trading Agreement, there occurs a liquidation, an acceleration, or an early
termination of all obligations under that Trading Agreement. For the purposes of the
foregoing, “Trading Agreement” shall mean any master agreement under which multiple
transactions may be entered into by the relevant parties (or in the case of any transaction
with respect to which no master agreement is in place, such transaction) now existing or
hereafter entered into between Party B and Party A (or any Credit Support Provider or
Specified Entity of Party A) or entered into between Party A and Party B (or any Credit
Support Provider or Specified Entity of Party B), and which involves (i) the purchase and
sale of securities; (ii) repurchase and reverse repurchase transactions; (iii) buy-sell
agreements; (iv) options transactions; (v) futures transactions; (vi) forward contracts
involving debt securities; and (vii) any other transactions which could generally be
referred to as derivative financial product transactions. For the purposes of this
subsection (v), “Specified Entities” in relation to Party A means Greenwich Capital
Markets, Inc. and Greenwich Capital Financial Products, Inc., and in relation to Party B,
Affiliates of Party B.
	 
	 	 	For the purposes of the Termination Event (v) above, the party in default under such
Trading Agreement shall be the sole Affected Party.




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PART 2

TAX REPRESENTATIONS





	(a)	 	Payer Tax Representation. For the purpose of Section 3(e) of this Agreement, each party will
make with respect to itself the following representation:-
	 
	 	 	It is not required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make any deduction or
withholding for or on account of any Tax from any payment (other than interest under
Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under
this Agreement. In making this representation, it may rely on (i) the accuracy of any
representation made by the other party pursuant to Section 3(f) of this Agreement; (ii) the
satisfaction of the agreement of the other party contained in Section 4(a)(i) or 4(a)(iii)
of this Agreement and the accuracy and effectiveness of any document provided by the other
party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement; and (iii) the
satisfaction of the agreement of the other party contained in Section 4(d) of this
Agreement,
	 
	 	 	provided that it shall not be a breach of this representation where reliance is placed on
sub-clause (ii) above and the other party does not deliver a form or document under Section
4(a)(iii) by reason of material prejudice to its legal or commercial position.
	 
	(b)	 	Payee Tax Representations. For the purposes of Section 3(f), each party makes the following
representations:






	 	(i)	 	The following representation(s) will apply to Party A:
	 
	 	 	 	(a) It is a tax resident of the United Kingdom.
	 
	 	 	 	(b) It is a “foreign person” within the meaning of the applicable U.S. Treasury
Regulations concerning information reporting and backup withholding tax (as in
effect on January 1, 2001), unless Party A provides written notice to Party B that
it is no longer a foreign person.
	 
	 	 	 	(c) In respect of each Transaction it enters into through an office or
discretionary agent in the United States or which otherwise is allocated (in whole
or part) for United States federal income tax purposes to such United States trade
or business, each payment received or to be received by it under such Transaction
(or portion thereof, if applicable) will be effectively connected with its conduct
of a trade or business in the United States; and
	 
	 	 	 	(d) In respect of all other Transactions or portions thereof, no such payment
received or to be received by it in connection with this Agreement is attributable
to a trade or business carried on by it through a permanent establishment in the
United States.
	 
	 	 	 	If applicable, Party A is eligible for the benefits of the “Interest”, “business
profits” or “other income” article of the Specified Treaty, and pursuant to this
benefit, any payment (other than those described in (c) above and interest under
Section 2(e), 6(d)(ii) or 6(e) of this Agreement) received by Party A under the
terms of this agreement is wholly exempt




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	 	 	 	from any deduction or withholding for or on account of Tax. “Specified treaty” means
the double tax convention between the United States of America and the United
Kingdom.






	 	(ii)	 	The following representations will apply to Party B:
	 
	 	 	 	It is the type of legal entity indicated for such Party B in Exhibit A established
in the jurisdiction indicated for such entity in Exhibit A.





PART 3

AGREEMENT TO DELIVER DOCUMENTS



For the purpose of Section 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the
following documents, as applicable:-




	 	 	 	 	 	 	 
	PARTY	 	 	 	 	 	 
	REQUIRED	 	 	 	 	 	COVERED BY
	TO DELIVER	 	FORM/DOCUMENT/	 	DATE BY WHICH	 	SECTION 3(d)
	DOCUMENT	 	CERTIFICATE	 	TO BE DELIVERED	 	REPRESENTATION
	 
	 	 	 	 	 	 
	Party A & B

	 	Any form or document
reasonably requested by the
other party to permit payments
without (or with minimal)
withholding of Tax as specified
in Section 4(a)(iii) of this
Agreement.
	 	As soon as practicable
after request.
	 	Yes
	 
	 	 	 	 	 	 
	Party A & B

	 	Signing Authority, being
evidence of authority,
incumbency and specimen
signature of each person
executing any document on its
behalf or on behalf of any
Credit Support Provider of such
party in connection with this
Agreement and any Credit Support
Document.
	 	Upon execution of this
Agreement and, if
requested, any
Confirmation.
	 	Yes
	 
	 	 	 	 	 	 
	Party B

	 	Authorizing resolution of
managing board (e.g.,
Certified Board of Directors
Resolution) approving each type
of Transaction contemplated
hereunder and the arrangements
contemplated herein.
	 	Upon execution of this
Agreement and, if
requested, any
Confirmation.
	 	Yes
	 
	 	 	 	 	 	 
	Party A & B

	 	The audited annual report of
such party and any Credit
Support Provider of such party.
	 	As soon as possible after
request.
	 	Yes






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	PARTY	 	 	 	 	 	 
	REQUIRED	 	 	 	 	 	COVERED BY
	TO DELIVER	 	FORM/DOCUMENT/	 	DATE BY WHICH	 	SECTION 3(d)
	DOCUMENT	 	CERTIFICATE	 	TO BE DELIVERED	 	REPRESENTATION
	 
	 	 	 	 	 	 
	Party B

	 	Monthly financial statements
of Party B, specifying its Net
Asset Value and performance
as of the last day of each calendar
month.
	 	Promptly following
completion, but not later
than 5 days after the end
of each month.
	 	Yes
	 
	 	 	 	 	 	 
	Party B

	 	Prospectus and other
Relevant constitutive documents (e.g.
Bylaws and Certificate of
Incorporation, partnership agreement
or trust agreement)
	 	Upon execution of this
Agreement.
	 	No
	 
	 	 	 	 	 	 
	Party B

	 	Power of attorney,
investment management agreement or
other evidence of discretionary
trading authority, evidencing
authority of the Investment Manager
to act on behalf of Party B.
	 	Upon execution of this
Agreement.
	 	Yes
	 
	 	 	 	 	 	 
	Party B

	 	A duly signed copy of a letter
issued by Investment Manager in favor
of Party A, in the form and substance
to be satisfactory to Party A.
	 	Upon execution of this
Agreement.
	 	Yes
	 
	 	 	 	 	 	 
	Party A & B

	 	Such party’s Credit Support
Documents, if any.
	 	Upon execution of this
Agreement.
	 	Yes






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PART 4

MISCELLANEOUS





	(a)	 	Addresses For Notices.





(i) For the purpose of Section 12(a) of this Agreement:-




	 	 	 	Address for notices or communications to Party A:-





	 	 	 
	Address:

	 	c/o RBS Financial Markets, Level 4, 135 Bishopsgate

London, EC2M 3UR
	Attention:

	 	Swaps Administration
	Telephone:

	 	020 7085 5000
	Fax:

	 	020 7085 5050
	 
	 	 
	Notices provided pursuant to Section 5 and 6 of this Agreement shall be provided to:
	 
	 	 
	Address:

	 	c/o RBS Financial Markets
	 

	 	Level 7, 135 Bishopsgate
	 

	 	London EC2M 3UR
	Attention:

	 	Financial Markets Legal
	Telephone:

	 	44 207 085 5000
	Facsimile:

	 	44 207 085 8411
	 
	 	 
	With a copy to:
	 	 
	 
	 	 
	Address:

	 	600 Steamboat Road
	 

	 	Greenwich, CT 06830
	Attention:

	 	Legal Department — Derivatives Documentation
	Phone No.:

	 	203-618-2531/32
	Facsimile No.:

	 	203-618-2533/34







	 	 	Address for notices or communications to Party B:-





	 	 	 
	Address:

	 	c/o Campbell & Company, Inc.
	 

	 	210 West Pennsylvania Avenue, Suite 770
	 

	 	Towson, MD 21204
	Attention:

	 	Theresa D. Becks/Thomas P. Lloyd
	Phone No.:

	 	410-296-3301
	Facsimile No.:

	 	410-296-3311





(ii) Notices. Section 12(a) is amended by adding in the third line thereof after the phrase
“messaging system” and before the “)” the words “; provided, however, any such notice or
other communication may be given by facsimile transmission (it being agreed that the sender
shall verbally confirm receipt with an officer of the receiving party) ”.



	 
	(b)	 	Process Agent. For purposes of Section 13(c) of this Agreement:
	 
	 	 	Party A appoints as its Process Agent: Not applicable

Party B appoints as its Process Agent: Campbell & Company, Inc.




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	(c)	 	Offices. The provisions of Section 10(a) will apply to this Agreement.
	 
	(d)	 	Multibranch Party. For purpose of Section 10(c) of this Agreement:
	 
	 	 	Party A is a Multibranch Party and may act through any of its Offices, including, but not
limited to, its London and New York Offices.
	 
	 	 	Party B is not a Multibranch Party.
	 
	(e)	 	Calculation Agent. Party A. The failure of Party A to perform its obligations as Calculation
Agent hereunder shall not constitute an Event of Default or Termination Event.
	 
	(f)	 	Credit Support Documents. Details of any Credit Support Documents:
	 
	 	 	In the case of Party A and Party B, the ISDA Credit Support Annex (New York law), dated as
of the date hereof, between Party A and Party B, and such other collateralization agreement
or collateralization credit support arrangement provided for under the terms of any
Confirmation and Transaction evidenced thereby, together with any document or agreement that
by its terms secures or collateralizes the parties’ obligations under a Transaction
heretofore or hereafter entered into between the parties.
	 
	(g)	 	Credit Support Provider means
	 
	 	 	     in relation to Party A: Not Applicable; and 

     in relation to Party B: Not Applicable.
	 
	(h)	 	Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS WHOLLY PERFORMED WITHIN NEW YORK, WITHOUT
REFERENCE TO CHOICE OF LAW DOCTRINE.
	 
	(i)	 	Netting of Payments. Sub-paragraph (ii) of Section 2(c) of this Agreement will not apply to
all Transactions hereunder unless otherwise agreed in writing between the parties.
	 
	(j)	 	“Affiliate” will have the meaning specified in Section 14.




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PART 5

OTHER PROVISIONS





	(a)	 	ISDA Definitions Incorporated by Reference. The definitions and provisions of the 2000 ISDA
Definitions (the “ISDA Definitions”) (as published by the International Swaps and Derivatives
Association, Inc. — “ISDA”) are incorporated by reference herein. Any terms used and not
otherwise defined herein which are contained in the ISDA Definitions shall have the meaning
set forth therein. In the event of any conflict between ISDA Definitions and any other
ISDA-published definitions referenced in a Confirmation, such Confirmation and the
ISDA-published definitions referred to therein shall control for purposes of the particular
Transaction.
	 
	(b)	 	Additional Representations. Section 3 is hereby amended by adding at the end thereof the
following subparagraphs:
	 
	 	 	“(g) No Agency. It is entering into this Agreement, any Credit Support Document and any
other document relating to this Agreement and each Transaction hereunder as principal and
not as agent or in any capacity, fiduciary or otherwise, and no other person has an
interest herein.
	 
	 	 	(h) Legal and Beneficial Owner. It will be the legal and beneficial owner of any securities
it is required to deliver under this Agreement and any Transaction at the time of each
delivery, free from all liens, charges, equities, rights of pre-emption or other security
interests or encumbrances whatsoever, unless otherwise expressly provided in a Confirmation
for a Transaction, and such securities will not constitute “restricted securities” or
“control stock” under the Securities Act (as defined below).
	 
	 	 	(i) [RESERVED]
	 
	 	 	(j) Financial Institution Status. It is a “financial institution”, in that it engages, will
engage and holds itself out as engaging in “financial contracts,” as a counterparty on both
sides of one or more “financial markets” (as such quoted terms are defined in Regulation EE
of the US Federal Reserve Board, 12 C.F.R. Part 231) and it fulfills at least one of the
quantitative tests contained in such Regulation EE (12 C.F.R. §231 (a)(1) or (a)(2)).
	 
	 	 	(k) Eligible Contract Participant. It is an “eligible contract participant” as defined in
the Commodity Exchange Act, as amended.
	 
	 	 	(l) Anti-Money Laundering. It has adopted and implemented anti-money laundering policies,
procedures and controls that comply and will continue to comply in all respects with the
requirements of the anti-money laundering laws and regulations to which it is subject, and
it strictly adheres to such policies, procedures and controls. In accordance with these
policies, procedures and controls, it verifies the identities of, and conducts due
diligence (and, where appropriate, enhanced due diligence) with regard to its customers.
	 
	 	 	(m) Status of Party B. In the case of Party B, it is the type of legal entity indicated for
such Party B in Exhibit A established in the jurisdiction indicated for such entity in
Exhibit A.






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	(c)	 	Set-Off. Section 6 of this Agreement is hereby amended by adding the following subsection at
the end thereof:
	 
	 	 	“(f) Set-Off. Without affecting the provisions of this Agreement requiring the calculation
of certain net payment amounts, all payments under this Agreement will be made without set
off or counterclaim, except as provided as follows in this Section 6(f): Any amount (the
“Early Termination Amount”) payable to one party (the Payee) by the other party (the Payer)
under Section 6(e), in circumstances where there is a Defaulting Party or one Affected Party
under either the Termination Event in Section 5(b)(iv) (if made applicable) or any
Additional Termination Event will, at the option of the Non-Defaulting or non-Affected Party
(as the case may be) (in either case “X”) (and without prior notice to the Defaulting Party
or the Affected Party — in either case, “Y”) be reduced by its set-off and recoupment
against any amount(s) (the “Other Agreement Amount(s)”) payable (whether at such time or in
the future or upon the occurrence of a contingency) by the Payee to the Payer (irrespective
of the currency, place of payment or booking office of the obligation ) under any other
agreement(s) or undertaking(s) between the parties or instruments issued or executed by one
party to, or in favor of, the other party (and the Other Agreement Amount(s) will be
discharged promptly and in all respects to the extent it is so set-off). X will give notice
to the other party of any set-off effected under this Section 6(f).
	 
	 	 	For this purpose, either the Early Termination Amount or the Other Agreement Amount(s) (or
the relevant portion of such amounts) may be converted by X into the currency in which the
other is denominated at the rate of exchange at which X would be able, acting in a
reasonable manner and in good faith, to purchase the relevant amount of such currency.
	 
	 	 	If an obligation is unascertained, X may in good faith estimate that obligation and set-off
in respect of the estimate, subject to the relevant party accounting to the other when the
obligation is ascertained.
	 
	 	 	Nothing in this Section 6(f) shall be effective to create a charge or other security
interest. This Section 6(f) shall be without prejudice and in addition to any right of
set-off, combination of accounts, lien or other right to which any party is at any time
otherwise entitled (whether by operation of law, contract or otherwise.”
	 
	(d)	 	Relationship between Parties. In connection with the negotiation of, the entering into, of
this Agreement, and any other documentation relating to this Agreement to which it is a party or
that it is required by this Agreement to deliver, each party hereby represents and warrants,
and, in connection with the negotiation of, the entering into, and the confirming of the execution
of each Transaction, each party will be deemed to represent, to the other party as of the date
hereof (or, in connection with any Transaction, as of the date which it enters into such Transaction) that
(absent a written agreement between the parties that expressly imposes affirmative obligations to
the
contrary for that Transaction):-
	 
		 	(i) Non-Reliance It is acting for its own account, and it has made its own independent
decisions to enter into that Transaction and as to whether that Transaction is appropriate
or proper for it based upon its own judgment and upon advice from such advisers as it has
deemed necessary. It is not relying on any communication (written or oral) of the other
party as investment advice or as a recommendation to enter into that Transaction; it being
understood that information and explanations related to the terms and conditions of a
Transaction shall not be considered investment advice or a recommendation to enter into
that Transaction. No




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	 	 	communication (written or oral) received from the other party shall be deemed to be an
assurance or guarantee as to the expected results of that Transaction.
	 
		 	(ii) Assessment and Understanding It is capable of assessing the merits of and
understanding (on its own behalf or through independent professional advice), and
understands and accepts, the terms, conditions and risks of that Transaction. It is also
capable of assuming, and assumes, the risks of that Transaction. It has determined to its
satisfaction whether or not the rates, prices or amounts and other economic terms of each
Transaction and the indicative quotations (if any) provided by the other party reflect
those in the relevant market for similar transactions, and all trading decisions have been
the result of arm’s length negotiations between the parties.
	 
		 	(iii) Status of Parties The other party is not acting as a fiduciary for or an adviser to
it in respect of that Transaction.
	 
		 	(iv) Related Transactions. It is aware that each other party to this Agreement and its
Affiliates may from time to time (A) take positions in instruments that are identical or
economically related to a Transaction or (B) have an investment banking or other commercial
relationship with the issuer of an instrument underlying a Transaction.
	 
	(e)	 	Additional Definitions. The following definitions are added to Section 14 of the Agreement:
	 
	 	 	“Investment Guidelines” means the investment policies, procedures, restrictions or
guidelines applicable to Party B, as specified in the Management Agreement or any of the
other Operative Documents.
	 
	 	 	“Investment Manager” means, for a Party B, the entity identified as such Party B’s
Investment Manager on Exhibit A.
	 
	 	 	“Management Agreement” means the Advisory Agreement between Party B and the Investment
Manager.
	 
	 	 	“Operative Documents” means the constitutive documents of Party B (including the trust
indenture, corporate charter and by-laws, partnership agreement or limited partnership
agreement, as appropriate), the then-current disclosure document of Party B, (including the
prospectus), if any, and the power of attorney, trading authorization or other relevant
document pursuant to which the Investment Manager is authorized to act on behalf of Party B.
	 
	(f)	 	Investment Manager. Party B has granted the Investment Manager the authority to act on its
behalf in all matters related to this Agreement, including, without limitation, on a fully
discretionary basis entering into Transactions on its behalf. Party A may rely on the
foregoing
representation of Party B regarding the authorization granted to the Investment Manager,
and
further may rely on the representations of the Investment Manager respecting its authority
to act
on behalf of Party B (whether contained herein or in a separate document), in each case
until
Party A shall have received written notice of a change in, revocation or rescission of such
authority; it being understood that no such change, revocation or rescission of such
authority shall
affect in any manner the rights and indemnities inuring to Party A with respect to the
obligation
of Party B hereunder arising prior to actual receipt by Party A of written notice of such
change,
revocation or rescission. Party A may further rely on any instructions, notices
and




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	 	 	communications that it believes to be that of an individual authorized to act on behalf of
Party B or the Investment Manager.
	 
	(g)	 	Additional Representations and Agreements of Party B. Party B hereby represents and agrees
(which representations and agreements will be deemed to be repeated on each date on which a
Transaction is entered into hereunder) that:
	 
	 	 	(i) with respect to this Agreement and each Transaction, it is and will be, at all times, in
full compliance with each of the Operative Documents, the Management Agreement and its
Investment Guidelines, and each Transaction will at all times comply in all respects with
all applicable laws, rules, regulations, interpretations, guidelines, procedures, and
policies of applicable governmental and regulatory authorities affecting Party B, this
Agreement, the Transactions, or the performance of obligations hereunder;
	 
	 	 	(ii) it will provide notice to Party A (orally and in writing) of any change in its
Investment Guidelines or any amendment to its Operative Documents on or prior to the date
on which such change becomes effective and if either it fails to so notify Party A, or
Party A determines after it receives such notice that Party B is in breach of its
agreements under clause (i) above, it shall be an Event of Default with respect to which
Party B shall be the Defaulting Party;
	 
	 	 	(iii) it is subject to the “Publicly-Offered Security Exception” (the “Exception”) and
constitutes “publicly-offered securities,” and therefore its underlying assets are not
considered to constitute assets of any plan under the Employee Retirement Income Security
Act of 1974 or Section 4975 of the Internal Revenue Code of 1986. Party B further
represents that it does not expect the Exception to cease to apply to Party B, and shall
provide Party A with prior written notice when Party B reasonably believes that such
Exception will cease to apply;
	 
	 	 	(iv) it will notify Party A, within 5 Business Days of any investigation by criminal or
regulatory authorities into the fund, its managers, advisors, administrators, directors or
trustees;
	 
	 	 	(v) it will notify Party A if the Investment Manager or administrator received redemption
notices that exceed 50% of the current Net Asset Value, as that term is defined in Party
B’s most recent financial accounts, over a one month period.
	 
	 	 	(vi) it is (i) not required to be registered as an “investment company” under the
Investment Company Act of 1940, as amended and it is not registered as an exempted
segregated portfolio company; or (ii) it is properly registered as an “investment company”
under the Investment Company Act of 1940.
	 
	(h)	 	Confidential Information. Each party may share any information concerning the other party
with any of its Affiliates, strictly only to the extent necessary for carrying out the
party’s obligations hereunder.
	 
	(i)	 	Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION.
	 
	(j)	 	Consent to Telephonic Recording. Each party hereto consents to the monitoring or recording,
at any time and from time to time, by the other party of the telephone conversations of
trading and marketing personnel of the parties and their authorized representatives in
connection with this




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	 	 	Agreement or any Transaction or potential Transaction; and the parties, waive any further
notice of such monitoring or recording and agree to give proper notice and obtain any
necessary consent of such personnel or any such monitoring or recording.
	 
	(k)	 	Agency Role of Greenwich Capital Markets, Inc. In connection with this Agreement, Greenwich
Capital Markets, Inc. has acted as agent on behalf of Party A. Greenwich Capital Markets,
Inc. has not guaranteed and is not otherwise responsible for the obligations of Party A under
this Agreement.
	 
	(l)	 	Amendment and Restatement. With respect to the Campbell Strategic Allocation Fund (“CSAF”),
this Agreement constitutes an amendment and restatement of the ISDA Master Agreement between
Party A and CSAF dated as of April 1, 2006.




IN WITNESS WHEREOF, Party A and Party B have caused this Schedule to be duly executed as its act
and deed as of the date first written above.





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Execution
Copy



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	THE ROYAL BANK OF SCOTLAND PLC	 	 	 	CAMPBELL STRATEGIC
ALLOCATION	 	 
	By: Greenwich Capital Markets, Inc., its agent	 	 	 	FUND, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Brian Halligan	 	 	 	By	 	/s/ Thomas P. Lloyd	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Brian Halligan	 	 	 	 	 	Name:
	 	Thomas P. Lloyd	 	 
	 

	 	Title:
	 	Senior Vice President	 	 	 	 	 	Title:
	 	General Counsel	 	 
	 

	 	Date:	 	9/2/08	 	 	 	 	 	 	 	Campbell & Company, Inc.,	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	General Partner	 	 
	 

	 	 
	 	 	 	 	 	 	 	Date:
	 	9.2.08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By	 	/s/ Gregory T. Donovan	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:	 	Gregory T. Donovan	 	 
	 

	 	 	 	 	 	 	 	 	 	Title:	 	CFO / Campbell & Company Inc.	 	 
	 

	 	 	 	 	 	 	 	 	 	Date:	 	9/2/08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	CAMPBELL FUND TRUST	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	By	 	/s/ Thomas P. Lloyd	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:
	 	Thomas P. Lloyd	 	 
	 

	 	 
	 	 	 	 	 	 	 	Title:
	 	General Counsel	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 	Campbell & Company, Inc.,	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Managing Operator	 	 
	 

	 	 	 	 	 	 	 	 	 	Date:
	 	9.2.08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By	 	/s/ Gregory T. Donovan	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:	 	Gregory T. Donovan	 	 
	 

	 	 	 	 	 	 	 	 	 	Title:	 	CFO / Campbell & Company Inc.	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	General Partner	 	 
	 

	 	 	 	 	 	 	 	 	 	Date:	 	9/2/08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	THE CAMPBELL MULTI-STRATEGY TRUST	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By	 	/s/ Thomas P. Lloyd	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:	 	Thomas P. Lloyd	 	 
	 

	 	 	 	 	 	 	 	 	 	Title:	 	Secretary	 	 
	 

	 	 	 	 	 	 	 	 	 	Date:	 	9.2.08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By	 	/s/ Gregory T. Donovan	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:	 	Gregory T. Donovan	 	 
	 

	 	 	 	 	 	 	 	 	 	Title:	 	Treasurer	 	 
	 

	 	 	 	 	 	 	 	 	 	Date:	 	9/2/08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CAMPBELL & COMPANY, INC.	 	 	 	CAMPBELL & COMPANY
INVESTMENT ADVISER LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Thomas P. Lloyd	 	 	 	By:	 	/s/ Thomas P. Lloyd	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Thomas P. Lloyd
	 	 	 	 	 	Name:
	 	Thomas P. Lloyd	 	 
	 

	 	Title:
	 	General Counsel
	 	 	 	 	 	Title:
	 	Secretary	 	 
	 

	 	 	 	Campbell & Company, Inc.
	 	 	 	 	 	 	 	Campbell & Company	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Investment Adviser LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Gregory T. Donovan	 	 	 	By:	 	/s/ Gregory T. Donovan	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Gregory T. Donovan	 	 	 	 	 	Name:	 	Gregory T. Donovan	 	 
	 

	 	Title:
	 	CFO / Campbell & Company, Inc.	 	 	 	 	 	Title:	 	Treasurer	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 








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Execution
Copy


EXHIBIT A




	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction of	 	 
	Name of Party B	 	Type of Legal Entity	 	organization	 	Investment Manager
	 
	Campbell Strategic
Allocation Fund 

Campbell Fund Trust 

The Campbell
Multi-Strategy
Trust

	 	Limited partnership

Statutory trust

Statutory trust
	 	Delaware 
Delaware

Delaware
	 	Campbell & Company,
Inc. Campbell &
Company, Inc.
Campbell & Company

Investment Adviser
LLC







33











 





EXHIBIT B




Execution Copy









August 4, 2008




The Royal Bank of Scotland plc

c/o Greenwich Capital Markets, Inc.

600 Steamboat Road

Greenwich, CT 06830





	 	Re: 	 	Campbell Strategic Allocation Fund, L.P.
Campbell Fund Trust





Dear Sir or Madam:



This letter is furnished to you pursuant to Section 4(a) of the ISDA Master Agreement dated as of
August 4, 2008 (the “Agreement”), between The Royal Bank of Scotland plc (“Party A”) the Campbell
Strategic Allocation Fund, L.P. and the Campbell Fund Trust (collectively “Party B”) acting by and
through Campbell & Company, Inc. (the “Investment Manager”) in consideration of your entry into
the Agreement and Transactions thereunder. Capitalized terms used herein without definition shall
have the meaning specified in the Agreement.



We hereby represent and warrant (which representations and warranties will be deemed to be
repeated at all times until the termination of the Agreement) that:





(i) We hold and will hold all licenses and authorizations, if any, that are necessary for
us to act as investment adviser for Party B;




(ii) We have entered into and have in our files an Advisory Agreement (the “Management
Agreement”) with Party B which grants us the authority to execute the Agreement on behalf of
Party B and any other documentation relating to the Agreement, to deliver the Agreement and
any other documentation relating to the Agreement required by the Agreement to be delivered
and to perform the obligations under the Agreement and have taken all necessary action to
authorize such execution, delivery and performance;




(iii) Such execution, delivery and performance by us does not conflict with the Management
Agreement, any law applicable to us or to Party B, any provisions of the constitutional
documents of us or of Party B, any order or judgment of any court or other agency of
government applicable to us or to Party B or any of the assets of us or of Party B or any
contractual restriction binding on or affecting us or Party B;




(iv) All governmental and other consents that are required to have been obtained by us or
Party B with respect to the Agreement have been obtained and are in full force and effect
and all conditions of any such consents have been complied with;




(v) The obligations of us and of Party B under the Agreement constitute legal, valid and
binding obligations, enforceable in accordance with their respective terms (subject to
applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting
creditors’ rights



Court Towers Building

210 West Pennsylvania Avenue, Suite 770

Towson, Maryland 21204

Phone (410) 296-3301 Toll Free 1-800-698-7235 Fax (410) 296-3311

www.campbell.com




 









 








Execution Copy





generally and subject, as to enforceability, to equitable principles of general application
(regardless of whether enforcement is sought in a proceeding in equity or at law));




(vi) The Management Agreement authorizes us to enter into Transactions on behalf of Party B
and to manage Party B’s account on a fully discretionary basis (including receiving moneys
and paying moneys on its behalf);




(vii) Each Transaction that we enter into on behalf of Party B will be suitable and
appropriate for it. Without limiting the foregoing, we will not enter into a Transaction on
behalf of Party B unless we have determined that each such Transaction is suitable and
appropriate for it; and




(viii) The execution, delivery and performance by us on behalf of Party B of the
documentation relating to any Transaction will not conflict with the Management Agreement,
any law applicable to us or to Party B, any provisions of the constitutional documents of us
or of Party B, any order or judgment of any court or other agency of government applicable
to us or to Party B or any of the assets of us or of Party B or any contractual restriction
binding on or affecting us or Party B.


Neither the Investment Manager nor Party B is relying upon any representations (whether written or
oral) of Party A other than the representations expressly set forth in the Agreement. In
connection with the Agreement, each Transaction and any other documentation relating to the
Agreement, (a) the Investment Manager, on behalf of Party B, has made its investment and trading
decisions (including decisions regarding the suitability of any Transaction) based upon its own
judgment and upon any advice from such advisors as it has deemed necessary, and not in reliance
upon any view expressed by Party A, (b) Party A is not acting as a fiduciary or an advisor for the
Investment Manager or Party B, and all decisions have been the result of arm’s-length negotiations
between the parties, and (c) Party A has not given to the Investment Manager or Party B any
assurance or guarantee as to the expected performance or result of any Transaction.



We hereby (i) consent to the monitoring or recording, at any time and from time to time, by you of
any and all communications between our officers or employees and the officers or employees of
Party A, based on a mutual understanding that Party A also consents to the monitoring or recording
of like communications, (ii) waive any further notice of such monitoring or recording, (iii) agree
to notify our officers and employees of any such monitoring or recording, and (iv) agree that any
such tape recordings may be submitted in evidence in any Proceedings relating to the Agreement and
any Transaction thereunder.



We agree to immediately inform you in writing of any changes to our authority to act on behalf of
Party B. Party A is authorized to rely upon this letter until it receives written notice of its
amendment or revocation.



We represent and warrant that we have adopted and implemented anti-money laundering policies,
procedures and controls that comply and will continue to comply in all respects with the
requirements of the anti-money laundering laws and regulations to which we are subject, and we
strictly adhere to such policies, procedures and controls. In accordance with these policies,
procedures and controls, we verify the identities of, and conduct due diligence (and, where
appropriate, enhanced due diligence) with regard to our customers.



We represent and warrant that Party B is subject to the “Publicly-Offered Security Exception” (the
“Exception”) and constitutes “publicly-offered securities,” and therefore its underlying assets
are not considered to constitute assets of any plan under the Employee Retirement Income Security
Act of 1974 or Section 4975 of the Internal Revenue Code of 1986. We further represent that we
do not expect




20









 








Execution Copy



the Exception to cease to apply to Party B, and we shall provide Party A with prior written notice
when we reasonably believe that such Exception will cease to apply.



We agree to indemnify you and your affiliates, to the fullest extent permitted by law, from and
against any loss, liability, cost, claim, action, demand or expense (including, without limitation,
the costs, expenses and disbursements of legal counsel), whether direct, indirect, incidental or
consequential, resulting from, arising out of or relating to (i) any claim by Party B that any
Transaction we entered into on their behalf was not suitable, (ii) any claim by Party B that any
Transaction we entered into on their behalf was without authority, and (iii) any breach by us of
any representation or warranty, covenant or agreement contained herein.




	 	 	 	 	 
	Very truly yours,



CAMPBELL & COMPANY, INC.

 	 	 
	By  	/s/ Thomas P. Lloyd
 	 	 
	 	Name:  	Thomas P. Lloyd 	 	 
	 	Title:  	General Counsel
Campbell & Company, Inc. 	 	 
	 
	 	 	 
	By  	/s/ Gregory T. Donovan
 	 	 
	 	Name:  	Gregory T. Donovan 	 	 
	 	Title:  	CFO 	 	 



21









 






	 	 	 	 	 



EXHIBIT B




Execution Copy









August 4, 2008




The Royal Bank of Scotland plc

c/o Greenwich Capital Markets, Inc.

600 Steamboat Road

Greenwich, CT 06830





	 	Re: 	 	Campbell Multi-Strategy Trust





Dear Sir or Madam:



This letter is furnished to you pursuant to Section 4(a) of the ISDA Master Agreement dated as of
August 4, 2008 (the “Agreement”), between The Royal Bank of Scotland plc (“Party A”) the Campbell
Multi-Strategy Trust (“Party B”) acting by and through Campbell & Company Investment Adviser, LLC
(the “Investment Manager”) in consideration of your entry into the Agreement and Transactions
thereunder. Capitalized terms used herein without definition shall have the meaning specified in
the Agreement.



We hereby represent and warrant (which representations and warranties will be deemed to be
repeated at all times until the termination of the Agreement) that:





(i) We hold and will hold all licenses and authorizations, if any, that are necessary for
us to act as investment adviser for Party B;




(ii) We have entered into and have in our files an Advisory Agreement (the “Management
Agreement”) with Party B which grants us the authority to execute the Agreement on behalf of
Party B and any other documentation relating to the Agreement, to deliver the Agreement and
any other documentation relating to the Agreement required by the Agreement to be delivered
and to perform the obligations under the Agreement and have taken all necessary action to
authorize such execution, delivery and performance;




(iii) Such execution, delivery and performance by us does not conflict with the Management
Agreement, any law applicable to us or to Party B, any provisions of the constitutional
documents of us or of Party B, any order or judgment of any court or other agency of
government applicable to us or to Party B or any of the assets of us or of Party B or any
contractual restriction binding on or affecting us or Party B;




(iv) All governmental and other consents that are required to have been obtained by us or
Party B with respect to the Agreement have been obtained and are in full force and effect
and all conditions of any such consents have been complied with;




(v) The obligations of us and of Party B under the Agreement constitute legal, valid and
binding obligations, enforceable in accordance with their respective terms (subject to
applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting
creditors’ rights generally and subject, as to enforceability, to equitable principles of
general application (regardless of whether enforcement is sought in a proceeding in equity
or at law));



Court Towers Building

210 West Pennsylvania Avenue, Suite 770

Towson, Maryland 21204

Phone (410) 296-3301 Toll Free 1-800-698-7235 Fax (410) 296-3311

www.campbell.com




 









 








Execution Copy





(vi) The Management Agreement authorizes us to enter into Transactions on behalf of Party B
and to manage Party B’s account on a fully discretionary basis (including receiving moneys
and paying moneys on its behalf);




(vii) Each Transaction that we enter into on behalf of Party B will be suitable and
appropriate for it. Without limiting the foregoing, we will not enter into a Transaction on
behalf of Party B unless we have determined that each such Transaction is suitable and
appropriate for it; and




(viii) The execution, delivery and performance by us on behalf of Party B of the
documentation relating to any Transaction will not conflict with the Management Agreement,
any law applicable to us or to Party B, any provisions of the constitutional documents of us
or of Party B, any order or judgment of any court or other agency of government applicable
to us or to Party B or any of the assets of us or of Party B or any contractual restriction
binding on or affecting us or Party B.


Neither the Investment Manager nor Party B is relying upon any representations (whether written or
oral) of Party A other than the representations expressly set forth in the Agreement. In
connection with the Agreement, each Transaction and any other documentation relating to the
Agreement, (a) the Investment Manager, on behalf of Party B, has made its investment and trading
decisions (including decisions regarding the suitability of any Transaction) based upon its own
judgment and upon any advice from such advisors as it has deemed necessary, and not in reliance
upon any view expressed by Party A, (b) Party A is not acting as a fiduciary or an advisor for the
Investment Manager or Party B, and all decisions have been the result of arm’s-length negotiations
between the parties, and (c) Party A has not given to the Investment Manager or Party B any
assurance or guarantee as to the expected performance or result of any Transaction.



We hereby (i) consent to the monitoring or recording, at any time and from time to time, by you of
any and all communications between our officers or employees and the officers or employees of
Party A, based on a mutual understanding that Party A also consents to the monitoring or recording
of like communications, (ii) waive any further notice of such monitoring or recording, (iii) agree
to notify our officers and employees of any such monitoring or recording, and (iv) agree that any
such tape recordings may be submitted in evidence in any Proceedings relating to the Agreement and
any Transaction thereunder.



We agree to immediately inform you in writing of any changes to our authority to act on behalf of
Party B. Party A is authorized to rely upon this letter until it receives written notice of its
amendment or revocation.



We represent and warrant that we have adopted and implemented anti-money laundering policies,
procedures and controls that comply and will continue to comply in all respects with the
requirements of the anti-money laundering laws and regulations to which we are subject, and we
strictly adhere to such policies, procedures and controls. In accordance with these policies,
procedures and controls, we verify the identities of, and conduct due diligence (and, where
appropriate, enhanced due diligence) with regard to our customers.



We represent and warrant that Party B is subject to the “Publicly-Offered Security Exception” (the
“Exception”) and constitutes “publicly-offered securities,” and therefore its underlying assets are
not considered to constitute assets of any plan under the Employee Retirement Income Security Act
of 1974 or Section 4975 of the Internal Revenue Code of 1986. We further represent that we do not
expect the Exception to cease to apply to Party B, and we shall provide Party A with prior written
notice when we reasonably believe that such Exception will cease to apply.




20









 








Execution Copy



We agree to indemnify you and your affiliates, to the fullest extent permitted by law, from and
against any loss, liability, cost, claim, action, demand or expense (including, without limitation,
the costs, expenses and disbursements of legal counsel), whether direct, indirect, incidental or
consequential, resulting from, arising out of or relating to (i) any claim by Party B that any
Transaction we entered into on their behalf was not suitable, (ii) any claim by Party B that any
Transaction we entered into on their behalf was without authority, and (iii) any breach by us of
any representation or warranty, covenant or agreement contained herein.




	 	 	 	 	 
	Very truly yours,



CAMPBELL & COMPANY INVESTMENT ADVISER, LLC

 	 	 
	By  	/s/ Thomas P. Lloyd
 	 	 
	 	Name:  	Thomas P. Lloyd 	 	 
	 	Title:  	Secretary
Campbell & Company
Investment Adviser LLC 	 	 
	 
	 	 	 
	By  	/s/ Gregory T. Donovan
 	 	 
	 	Name:  	Gregory T. Donovan 	 	 
	 	Title:  	Treasurer 	 	 
	 




21











 





			
	(Bilateral Form)
	 	(ISDA Agreements subject to New York Law Only)











International Swaps and Derivatives Association, Inc.




CREDIT SUPPORT ANNEX




to the Schedule to the




ISDA MASTER AGREEMENT




dated as of August 4, 2008




between




	 	 	 
	THE ROYAL BANK OF SCOTLAND PLC

	 	and EACH COUNTERPARTY LISTED ON EXHBIIT A
	 

	 	ATTACHED HERETO, severally and not jointly
	(Party A”)

	 	(each, a “Party B”)





This Annex supplements, forms part of, and is subject to, the above-referenced Agreement, is part
of its Schedule and is a Credit Support Document under this Agreement with respect to each party.




Accordingly, the parties agree as follows:




Paragraph 1. Interpretation



(a) Definitions and Inconsistency. Capitalized terms not otherwise defined herein or elsewhere in
this Agreement have the meanings specified pursuant to Paragraph 12, and all references in this
Annex to Paragraphs are to Paragraphs of this Annex. In the event of any inconsistency between
this Annex and the other provisions of this Schedule, this Annex will prevail, and in the event of
any inconsistency between Paragraph 13 and the other provisions of this Annex, Paragraph 13 will
prevail.



(b) Secured Party and Pledgor. All references in this Annex to the “Secured Party” will be to
either party when acting in that capacity and all corresponding references to the Pledgor will be
to the other party when acting in that capacity; provided, however, that if Other Posted Support is
held by a party to this Annex, all references herein to that party as the Secured Party with
respect to that Other Posted Support will be to that party as the beneficiary thereof and will not
subject that support or that party as the beneficiary thereof to provisions of law generally
relating to security interests and secured parties.




Paragraph 2. Security Interest



Each party, as the Pledgor, hereby pledges to the other party, as the Secured Party, as security
for its Obligations and grants to the Secured Party a first priority continuing security interest
in, lien on and right of Set-off against all Posted Collateral Transferred to or received by the
Secured Party hereunder. Upon the Transfer by the Secured Party to the Pledgor of Posted
Collateral, the security interest and lien granted hereunder on that Posted Collateral will be
released immediately and, to the extent possible, without any further action by either party.




 









 








Paragraph 3. Credit Support Obligations



(a) Delivery Amount. Subject to Paragraphs 4 and 5, upon demand made by the Secured Party on or
promptly
following a Valuation Date, if the Delivery Amount for that Valuation Date equals or exceeds the
Pledgor’s Minimum
Transfer Amount, then the Pledgor will Transfer to the Secured Party Eligible Credit Support having
a Value as of the
date of Transfer at least equal to the applicable Delivery Amount (rounded pursuant to Paragraph
13). Unless otherwise
specified in Paragraph 13, the “Delivery Amount” applicable to the Pledgor for any Valuation Date
will equal the amount
by which:





	 	(i)	 	the Credit Support Amount
	 
	 	exceeds
	 
	 	(ii)	 	the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party.




(b) Return Amount. Subject to Paragraphs 4 and 5, upon a demand made by the Pledgor on or promptly
following
a Valuation Date, if the Return Amount for that Valuation Date equals or exceeds Secured Party’s
Minimum Transfer
Amount, then the Secured Party will Transfer to the Pledgor Posted Credit Support specified by the
Pledgor in that
demand having a Value as of the date of Transfer as close as practicable to the applicable Return
Amount (rounded
pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the “Return Amount”
applicable to the Secured
Party for any Valuation Date will equal the amount by which:





	 	(i)	 	the Value as of that Valuation Date of all Posted Credit Support held by the Secured
Party
	 
	 	exceeds
	 
	 	(ii)	 	the Credit Support Amount.




“Credit Support Amount” means, unless otherwise specified in Paragraph 13, for any Valuation Date
(i) the Secured Party’s Exposure for that Valuation Date plus (ii) the aggregate of all
Independent Amounts applicable to the Pledgor, if any, minus (iii) all Independent Amounts
applicable to the Secured Party, if any, minus (iv) the Pledgor’s Threshold; provided, however,
that the Credit Support Amount will be deemed to be zero whenever the calculation of Credit
Support Amount yields a number less than zero.




Paragraph 4. Conditions Precedent, Transfer Timing, Calculations and Substitutions



(a) Conditions Precedent. Each Transfer obligation of the Pledgor under Paragraphs 3 and 5 and of
the Secured
Party under Paragraphs 3,4(d) (ii), 5 and 6(d) is subject to the conditions precedent that:





(i) no Event of Default, Potential Event of Default or Specified Condition has occurred and
is continuing
with respect to the other party; and




(ii) no Early Termination Date for which any unsatisfied payment obligations exist has occurred or been
designated as the result of an Event of Default or Specified Condition with respect to the
other party.


(b) Transfer Timing.Subject to Paragraphs 4(a) and 5 and unless otherwise specified, if a demand
for the Transfer of Eligible Credit Support or Posted Credit Support is made by the Notification
Time, then the relevant Transfer will be made not later than the close of business on the next
Local Business Day; if a demand is made after the Notification Time, then the relevant Transfer
will be made not later than the close of business on the second Local Business Day thereafter.



(c) Calculations. All calculations of Value and Exposure for purposes of Paragraphs 3 and 6(d)
will be made by the Valuation Agent as of the Valuation Time. The Valuation Agent will notify each
party (or the other party, if the Valuation Agent is a party) of its calculations not later than
the Notification Time on the Local Business Day following the applicable Valuation Date (or in the
case of Paragraph 6(d), following the date of calculation).




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(d) Substitutions.





(i) Unless otherwise specified in Paragraph 13, upon notice to the Secured Party specifying
the items of
Posted Credit Support to be exchanged, the Pledgor may, on any Local Business Day, Transfer
to the Secured Party substitute Eligible Credit Support (the “Substitute Credit Support”);
and




(ii) subject to Paragraph 4(a), the Secured Party will Transfer to the Pledgor the items of
Posted Credit
Support specified by the Pledgor in its notice not later than the Local Business Day
following the date on which the Secured Party receives the Substitute Credit Support, unless
otherwise specified in Paragraph 13 (the “Substitution Date”); provided that the Secured
Party will only be obligated to Transfer Posted Credit Support with a Value as of the date
of Transfer of that Posted Credit Support equal to the Value as of that date of the
Substitute Credit Support.



Paragraph 5. Dispute Resolution



If a party (a “Disputing Party”) disputes (I) the Valuation Agent’s calculation of a Delivery
Amount or a Return Amount or (II) the Value of any Transfer of Eligible Credit Support or Posted
Credit Support, then (1) the Disputing Party will notify the other party and the Valuation Agent
(if the Valuation Agent is not the other party) not later than the close of business on the Local
Business Day following (X) the date that the demand is made under Paragraph 3 in case of (I) above
or (Y) the date that the demand is made under Paragraph 3 in the case of (I) above or (Y) the date
of Transfer in the case of (II) above, (2) subject to Paragraph 4(a), the appropriate party will
Transfer the undisputed amount to the other party not later than the close of business on the
Local Business Day following (X) the date that the demand is made under Paragraph 3 in the case of
(I) above or (Y) the date of Transfer in the case of (II) above, (3) the parties will consult with
each other in an attempt to resolve the dispute and (4) if they fail to resolve the dispute by the
Resolution Time, then:





(i) In the case of a dispute involving a Delivery Amount or Return Amount, unless otherwise
specified in
Paragraph 13, the Valuation Agent will recalculate the Exposure and the Value as of the
Recalculation Date by:




(A) utilizing any calculations of Exposure for the Transactions (or Swap
Transactions) that the parties have agreed are not in dispute;




(B) calculating the Exposure for the Transactions (or Swap Transactions) in dispute
by seeking four actual quotations at mid-market from Reference Market-makers for
purposes of calculating Market Quotation, and taking the arithmetic average of
those obtained; provided that if four quotations are not available for a
particular Transaction (or Swap Transaction), then fewer than four quotations may
be used for that Transaction (or Swap Transaction); and if no quotations are
available for a particular Transaction (or Swap Transaction), then the Valuation
Agent’s original calculations will be used for that Transaction (or Swap
Transaction);




(C) utilizing the procedures specified in Paragraph 13 for calculating the Value,
if disputed, of Posted Credit Support.




(ii) In the case of a dispute involving the Value of any Transfer of Eligible Credit Support
or Posted Credit
Support the Valuation Agent will recalculate the Value as of the date of Transfer pursuant
to Paragraph 13.


Following a recalculation pursuant to this Paragraph, the Valuation Agent will notify each party
(or the other party, if the Valuation Agent is a party) not later than the Notification Time on
the Local Business Day following the Resolution Time. The appropriate party will, upon demand
following that notice by the Valuation Agent or a resolution pursuant to (3) above and subject to
Paragraphs 4(a) and 4(b), make the appropriate Transfer.




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Paragraph 6. Holding and Using Posted Collateral



(a) Care of Posted Collateral. Without limiting the Secured Party’s rights under Paragraph 6(c),
the Secured Party will exercise reasonable care to assure the safe custody of all Posted Collateral
to the extent required by applicable law, and in any event the Secured Party will be deemed to have
exercised reasonable care if it exercises at least the same degree of care as it would exercise
with respect to its own property. Except as specified in the preceding sentence, the Secured Party
will have no duty with respect to Posted Collateral, including, without limitation, any duty to
collect any Distributions, or enforce or preserve any rights pertaining thereto.



(b) Eligibility to Hold Posted Collateral; Custodians.





(i) General. Subject to the satisfaction of any conditions specified in Paragraph 13 for
holding Posted
Collateral, the Secured Party will be entitled to hold Posted Collateral or to appoint an
agent (a “Custodian”) to hold Posted Collateral for the Secured Party. Upon notice by the
Secured Party to the Pledgor of the appointment of a Custodian, the Pledgor’s obligations to
make any Transfer will be discharged by making the Transfer to that Custodian. The holding
of Posted Collateral by a Custodian will be deemed to be the holding of that Posted
Collateral by the Secured Party for which the Custodian is acting.




(ii) Failure to Satisfy Conditions. If the Secured Party or its Custodian fails to satisfy
conditions for
holding Posted Collateral, then upon a demand made by the Pledgor, the Secured Party will,
not later than five Local Business Days after the demand, Transfer or cause its Custodian
to Transfer all Posted Collateral held by it to a Custodian that satisfies those conditions
or to the Secured Party if it satisfies those conditions.




(iii) Liability. The Secured Party will be liable for the acts or omissions of its Custodian
to the same extent
that the Secured Party would be liable hereunder for its own acts or omissions.


(c) Use of Posted Collateral. Unless otherwise specified in Paragraph 13 and without limiting the
rights and
obligations of the parties under Paragraphs 3, 4(d) (ii), 5, 6(d) and 8, if the Secured Party is
not a Defaulting Party or an
Affected Party with respect to a Specified Condition and no Early Termination Date has occurred or
been designated as
the result of an Event of Default or Specified Condition with respect to the Secured Party, then
the Secured Party will,
notwithstanding Section 9-207 of the New York Uniform Commercial Code, have the right to:





(i) sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or
otherwise use
in its business any Posted Collateral it holds, free from any claim or right of any nature
whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor; and




(ii) register any Posted Collateral in the name of the Secured Party, its Custodian or a
nominee for either.


For purposes of the obligation to Transfer Eligible Credit Support or Posted Credit Support
pursuant to Paragraphs 3 and 5 and any rights or remedies authorized under this Agreement, the
Secured Party will be deemed to continue to hold all Posted Collateral and to receive
Distributions made thereon, regardless of whether the Secured Party has exercised any rights with
respect to any Posted Collateral pursuant to (i) or (ii) above.



(d) Distributions and Interest Amount.





(i) Distributions. Subject to Paragraph 4(a), if the Secured Party receives or is deemed
to receive
Distributions on a Local Business Day, it will Transfer to the Pledgor not later than the
following Business Day any Distributions it receives or is deemed to receive to the extent
that a Delivery Amount would not be created or increased by that Transfer, as calculated by
the Valuation Agent (and the date of calculation will be deemed to be a Valuation Date for
this purpose).



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(ii) Interest Amount. Unless otherwise specified in Paragraph 13 and subject to Paragraph
4(a), in lieu of
any interest, dividends or other amounts paid or deemed to have been paid with respect to
Posted Collateral in the form of Cash (all of which may be retained by the Secured Party),
the Secured Party will Transfer to the Pledgor at the times specified in Paragraph 13 the
Interest Amount to the extent that a Delivery Amount would not be created or increased by
that Transfer, as calculated by the Valuation Agent (and the date of calculation will be
deemed to be a Valuation Date for this purpose). The Interest Amount or portion thereof not
Transferred pursuant to this Paragraph will constitute Posted Collateral in the form of
Cash and will be subject to the security interest granted under Paragraph 2.



Paragraph 7. Events of Default



For purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default will exist with respect
to a party if:





(i) that party fails (or fails to cause its Custodian) to make, when due, any Transfer of
Eligible Collateral,
Posted Collateral or the Interest Amount, as applicable, required to be made by it and that
failure continues for two Local Business Days after notice of that failure is given to that
party;




(ii) that party fails to comply with any restriction or prohibition specified in this Annex
with respect to
any of the rights specified in Paragraph 6(c) and that failure continues for five Local
Business Days after notice of that failure is given to that party; or




(iii) that party fails to comply with or perform any agreement or obligation other than
those specified in
Paragraphs 7(i) and 7(ii) and that failure continues for 30 days after notice of that failure is given to that party.



Paragraph 8. Certain Rights and Remedies



(a) Secured Party’s Rights and Remedies. If at any time (1) an Event of Default or Specified
Condition with respect
to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or
been designated as the result of an Event of Default or Specified Condition with respect to the
Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the
Secured Party may exercise one or more of the following rights and remedies:





(i) all rights and remedies available to a secured party under applicable law with respect
to Posted
Collateral held by the Secured Party;




(ii) any other rights and remedies available to the Secured Party under the terms of Other Posted
Support, if any;




(iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any
Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party
(or any obligation of the Secured Party to Transfer that Posted Collateral); and




(iv) the right to liquidate any Posted Collateral held by the Secured Party through one or
more public or
private sales or other dispositions with such notice, if any, as may be required under
applicable law, free from any claim or right of any nature whatsoever of the Pledgor,
including any equity or right of redemption by the Pledgor (with the Secured Party having
the right to purchase any or all of the Posted Collateral to be sold) and to apply the
proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to
any amounts payable by the Pledgor with respect to any Obligations in that order as the
Secured Party may elect.


Each party acknowledges and agrees that Posted Collateral in the form of securities may decline
speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the
Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured
Party, except any notice that is required under applicable law and cannot be waived.





5









 







(b) Pledgor’s Rights and Remedies. If at any time an Early Termination Date has occurred or been
designated as
the result of an Event of Default or Specified Condition with respect to the Secured Party, then
(except in the case of an
Early Termination Date relating to less than all Transactions (or Swap Transactions) where the
Secured Party has paid in
full all of its obligations that are then due under Section 6(e) of this Agreement):





(i) the Pledgor may exercise all rights and remedies available to a Pledgor under applicable
law with respect to Posted Collateral held by the Secured Party;




(ii) the Pledgor may exercise any other rights and remedies available to the Pledgor under the terms of
Other Posted Support, if any;




(iii) the Secured Party will be obligated immediately to Transfer all Posted Collateral and the Interest
Amount to the Pledgor; and




(iv) to the extent that Posted Collateral or the Interest Amount is not so Transferred pursuant to (iii)
above, the Pledgor may:




(A) Set-off any amounts payable by the Pledgor with respect to any Obligations
against any Posted Collateral or the Cash equivalent of any Posted Collateral held
by the Secured Party (or any obligation of the Secured Party to Transfer that
Posted Collateral); and




(B) to the extent that the Pledgor does not Set-off under (iv)(A) above, withhold
payment of any remaining amounts payable by the Pledgor with respect to any
Obligations, up to the Value of any remaining Posted Collateral held by the Secured
Party, until that Posted Collateral is Transferred to the Pledgor.


(c) Deficiencies and Excess Proceeds. The Secured Party will Transfer to the Pledgor any proceeds
and Posted Credit Support remaining after liquidation, Set-off and/ or application under
Paragraphs 8(a) and 8(b) after satisfaction in full of all amounts payable by the Pledgor with
respect to any Obligations; the Pledgor in all events will remain liable for any amounts remaining
unpaid after any liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b).



(d) Final Returns. When no amounts are or thereafter may become payable by the Pledgor with
respect to any Obligations (except for any potential liability under Section 2(d) of this
Agreement), the Secured Party will Transfer to the Pledgor all Posted Credit Support and the
Interest Amount, if any.




Paragraph 9. Representations



Each party represents to the other party (which representation will be deemed to be repeated as of
each date on which it, as the Pledgor, Transfers Eligible Collateral) that.





(i) it has the power to grant a security interest in and lien on any Eligible Collateral it
Transfers as the
Pledgor and has taken all necessary actions to authorize the granting of that security interest and lien;




(ii) it is the sole owner of or otherwise has the right to Transfer all Eligible Collateral it Transfers to the
Secured Party hereunder, free and clear of any security interest, lien, encumbrance or
other restrictions other than the security interest and lien granted under Paragraph 2;




(iii) upon the Transfer of any Eligible Collateral to the Secured Party under the terms of
this Annex, the
Secured Party will have a valid and perfected first priority security interest therein
(assuming that any central clearing corporation or any third-party financial intermediary
or other entity not within the control of the Pledgor involved in the Transfer of that
Eligible Collateral gives the notices and takes the action required of it under applicable
law for perfection of that interest); and




(iv) the performance by it of its obligations under this Annex will not result in the
creation of any security
interest, lien or other encumbrance on any Posted Collateral other than the security
interest and lien granted under Paragraph 2.




6











 





Paragraph 10. Expenses



(a) General. Except as otherwise provided in Paragraphs 10(b) and 10(c), each party will pay its
own costs and expenses in connection with performing its obligations under this Annex and neither
party will be liable for any costs and expenses incurred by the other party in connection
herewith.



(b) Posted Credit Support. The Pledgor will promptly pay when due all taxes, assessments or
charges of any nature that are imposed with respect to Posted Credit support held by the Secured
Party upon becoming aware of the same, regardless of whether any portion of that Posted Credit
Support is subsequently disposed of under Paragraph 6(c), except for those taxes, assessments and
charges that result from the exercise of the Secured Party’s rights under Paragraph 6(c).



(c) Liquidation/Application of Posted Credit Support.   All reasonable costs and expenses incurred by
or on behalf of the Secured Party or the Pledgor in connection with the liquidation and/or
application of any Posted Credit Support under Paragraph 8 will be payable, on demand and pursuant
to the Expenses Section of this Agreement, by the Defaulting Party or, if there is no Defaulting
Party, equally by the parties.




Paragraph 11. Miscellaneous



(a) Default Interest.   A Secured Party that fails to make, when due, any Transfer of Posted
Collateral or the Interest Amount will be obliged to pay the Pledgor (to the extent permitted
under applicable law) an amount equal to interest at the Default Rate multiplied by the Value of
the items of property that were required to be Transferred, from (and including) the date that the
Posted Collateral or Interest Amount was required to be Transferred to (but excluding) the date of
Transfer of that Posted Collateral or Interest Amount. This interest will be calculated on the
basis of daily compounding and the actual number of days elapsed.



(b) Further Assurances.  Promptly following a demand made by a party, the other party will execute,
deliver, file and record any financing statement, specific assignment or other document and take
any other action that may be necessary or desirable and reasonably requested by that party to
create, preserve, perfect or validate any security interest or lien granted under Paragraph 2, to
enable that party to exercise or enforce its rights under this Annex with respect to Posted Credit
Support or an Interest Amount or to effect or document a release of a security interest on Posted
Collateral or an Interest Amount.



(c) Further Protection. The Pledgor will promptly give notice to the Secured Party of, and defend
against, any suit, action, proceeding or lien that involves Posted Credit Support Transferred by
the Pledgor or that could adversely affect the security interest and lien granted by it under
Paragraph 2, unless that suit, action, proceeding or lien results from the exercise of the Secured
Party’s rights under Paragraph 6(c).



(d) Good Faith and Commercially Reasonable Manner. Performance of all obligations under this
Annex, including, but not limited to, all calculations, valuations and determinations made by
either party, will be made in good faith and in a commercially reasonable manner.



(e) Demands and Notices. All demands and notices given by a party under this Annex will be made as
specified in the Notices Section of this Agreement, except as otherwise provided in Paragraph 13.



(f) Specifications of Certain Matters. Anything referred to in this Annex as being specified in
Paragraph 13 also may be specified in one or more Confirmations or other documents and this Annex
will be construed accordingly.





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Paragraph 12. Definitions



As used in this Annex: —



“Cash” means the lawful currency of the United States of America.



“Credit Support Amount” has the meaning specified in Paragraph 3.



“Custodian” has the meaning specified in Paragraphs 6(b)(i) and 13.



“Delivery Amount” has the meaning specified in Paragraph 3(a).



“Disputing Party” has the meaning specified in Paragraph 5.



“Distributions” means, with respect to Posted Collateral other than Cash, all principal, interest
and other payments and distributions of cash or other property with respect thereto, regardless of
whether the Secured Party has disposed of that Posted Collateral under Paragraph 6(c).
Distributions will not include any item of property acquired by the Secured Party upon any
disposition or liquidation of Posted Collateral or, with respect to any Posted Collateral in the
form of Cash, any distributions on that collateral, unless otherwise specified herein.



“Eligible Collateral” means, with respect to a party, the items, if any, specified as such for that
party in Paragraph 13.



“Eligible Credit Support” means Eligible Collateral and Other Eligible Support.



“Exposure” means for any Valuation Date or other date for which Exposure is calculated and subject
to Paragraph 5 in the case of a dispute, the amount, if any, that would be payable to a party that
is the Secured Party by the other party (expressed as a positive number) or by a party that is the
Secured Party to the other party (expressed as a negative number) pursuant to Section
6(e)(ii)(2)(A) of this Agreement as if all Transactions (or Swap Transactions) were being
terminated as of the relevant Valuation Time; provided that Market Quotation will be determined by
the Valuation Agent using its estimates at mid-market of the amounts that would be paid for
Replacement Transactions (as that term is defined in the definition of “Market Quotation”).



“Independent Amount” means, with respect to party, the amount specified as such for that party in
Paragraph 13; if no amount is specified, zero.



“Interest Amount” means, with respect to an Interest Period, the aggregate sum of the amounts of
interest calculated for each day in that Interest Period on the principal amount of Posted
Collateral in the form of Cash held by the Secured Party on that day, determined by the Secured
Party for each such day as follows:





	 	(x)	 	the amount of Cash on that day; multiplied by
	 
	 	(y)	 	the Interest Rate in effect for that day; divided by
	 
	 	(z)	 	360.




“Interest Period” means the period from (and including) the last Local Business Day on which an
Interest Amount was Transferred (or, if no Interest Amount has yet been Transferred, the Local
Business Day on which Posted Collateral in the form of Cash was Transferred to or received by the
Secured Party) to (but excluding) the Local Business Day on which the current Interest Amount is
to be Transferred.



“Interest Rate” means the rate specified in Paragraph 13.



“Local Business Day,” unless otherwise specified in Paragraph 13, has the meaning specified in the
Definitions Section of this Agreement, except that references to a payment in clause (b) thereof
will be deemed to include a Transfer under this Annex.



“Minimum Transfer Amount” means, with respect to a party, the amount specified as such for that
party in Paragraph


8









 






13; if no amount is specified, zero.



“Notification Time” has the meaning specified in Paragraph 13.



“Obligations” means, with respect to a party, all present and future obligations of that party
under this Agreement and any additional obligations specified for that party in Paragraph 13.



“Other Eligible Support” means, with respect to a party, the items, if any, specified as such for
that party in Paragraph 13.



“Other Posted Support” means all Other Eligible Support Transferred to the Secured Party that
remains in effect for the benefit of that Secured Party.



“Pledgor” means either party, when that party (i) receives a demand for or is required to Transfer
Eligible Credit Support under Paragraph 3(a) or (ii) has Transferred Eligible Credit Support under
Paragraph 3(a).



“Posted Collateral” means all Eligible Collateral, other property, Distributions, and all proceeds
thereof that have been Transferred to or received by the Secured Party under this Annex and not
Transferred to the Pledgor pursuant to Paragraph 3(b), 4(d)(ii) or 6(d)(i) or released by the
Secured Party under Paragraph 8. Any Interest Amount or portion thereof not Transferred pursuant
to Paragraph 6(d)(ii) will constitute Posted Collateral in the form of Cash.



“Posted Credit Support” means Posted Collateral and Other Posted Support.



“Recalculation Date” means the Valuation Date that gives rise to the dispute under Paragraph 5;
provided, however, that if a subsequent Valuation Date occurs under Paragraph 3 prior to the
resolution of the dispute, then the “Recalculation Date” means the most recent Valuation Date under
Paragraph 3.



“Resolution Time” has the meaning specified in Paragraph 13.



“Return Amount” has the meaning specified in Paragraph 3(b).



“Secured Party” means either party, when that party (i) makes a demand for or is entitled to
receive Eligible Credit Support under Paragraph 3(a) or (ii) holds or is deemed to hold Posted
Credit Support.



“Specified Condition” means, with respect to a party, any event specified as such for that party in
Paragraph 13.



“Substitute Credit Support” has the meaning specified in Paragraph 4(d)(i).



“Substitution Date” has the meaning specified in Paragraph 4(d)(ii).



“Threshold” means, with respect to a party, the amount specified as such for that party in
Paragraph 13; if no amount is specified, zero.



“Transfer” means, with respect to any Eligible Credit Support, Posted Credit Support or Interest
Amount, and in accordance with the instructions of the Secured Party, Pledgor or Custodian, as
applicable:





(i) in the case of Cash, payment or delivery by wire transfer into one or more bank accounts
specified by
the recipient;




(ii) in the case of certificated securities that cannot be paid or delivered by book-entry, payment or
delivery in appropriate physical form to the recipient or its account accompanied by any
duly executed instruments of transfer, assignments in blank, transfer tax stamps and any
other documents necessary to constitute a legally valid transfer to the recipient;




(iii) in the case of securities that can be paid or delivered in book-entry, the giving of
written instruments
to the relevant depository institution or other entity specified by the recipient, together
with a written copy thereof to the recipient, sufficient if complied with to result in a
legally effective transfer of the relevant interest to the recipient; and



9









 






(iv) in the case of Other Eligible Support or Other Posted Support, as specified in
Paragraph 13.


“Valuation Agent” has the meaning specified in Paragraph 13.



“Valuation Date” means each date specified in or otherwise determined pursuant to Paragraph 13.



“Valuation Percentage” means, for any item of Eligible Collateral, the percentage specified in
Paragraph 13.



“Valuation Time” has the meaning specified in Paragraph 13.



“Value” means for any Valuation Date or other date for which Value is calculated, and subject to
Paragraph 5 in the case of a dispute, with respect to:





	 	(i)	 	Eligible Collateral or Posted Collateral that is:






	 	(A)	 	Cash, the amount thereof; and
	 
	 	(B)	 	a security, the bid price obtained by the Valuation Agent multiplied by the
applicable Valuation Percentage, if any;






	 	(ii)	 	Posted Collateral that consists of items that are not specified as Eligible Collateral,
zero; and
	 
	 	(iii)	 	Other Eligible Support and Other Posted Support, as specified in Paragraph 13.






10











 





Execution Copy




	 	 	 
	 

	 	Two Way New York Law
	 

	 	Party A — The Royal Bank of Scotland plc
	 

	 	Party B — Each counterparty listed on
	 

	 	Exhibit A to ISDA Master Agreement






Paragraph 13. Elections and Variables





	(a)	 	Security Interest for “Obligations”. The term “Obligations” as used in this Annex includes
the following additional obligations:
	 
	 	 	With respect to Party A: Not applicable.

With respect to Party B: Not applicable.
	 
	(b)	 	Credit Support Obligations.






(i)    Delivery Amount, Return Amount and Credit Support Amount.




	 	(A)	 	“Delivery Amount” has the meaning specified in Paragraph 3(a).
	 
	 	(B)	 	“Return Amount” has the meaning specified in Paragraph 3(b).
	 
	 	(C)	 	“Credit Support Amount” means, for any Valuation Date (i) the Secured
Party’s Exposure for that Valuation Date plus (ii) the aggregate of all
Independent Amounts applicable to the Pledgor, if any, minus (iii) the
Pledgor’s
Threshold; provided, however, that (x) in the case where the sum of the
Independent Amounts applicable to the Pledgor exceeds zero, the Credit
Support
Amount will not be less than the sum of all Independent Amounts applicable
to the Pledgor and (y) in all other cases, the Credit Support Amount will be
deemed to be zero whenever the calculation of Credit Support Amount yields an
amount less than zero.




11









 












(ii)    Eligible Collateral. The following items will qualify as “Eligible Collateral” for the party specified:



	 	 	 	 	 	 	 	 	 	 	 
	Collateral Type	 	Party A	 	Party B	 	Valuation Percentage
	 
	(A) Cash, in the form of USD	 	[X]	 	 	[X]	 	 	 	100	%
	(B) Negotiable Debt Obligations (as
defined below) issued by the
Government of the United States of
America having a remaining maturity
of not more than one year.	 	[X]	 	 	[X]	 	 	 	100	%
	(C) Negotiable Debt Obligations
issued by the Government of the
United States of America having a
remaining maturity of more than one
but not more than five years.	 	[X]	 	 	[X]	 	 	 	99	%
	(D) Negotiable Debt Obligations
issued by the Government of the
United States of America having a
remaining maturity of more than
five
but not more than ten years.	 	[X]	 	 	[X]	 	 	 	97	%
	(D) Negotiable Debt Obligations
issued by the Government of the
United States of America having a
remaining maturity of more than ten
but not more than thirty years.	 	[X]	 	 	[X]	 	 	 	94	%







As used above, the following terms have the indicated meanings:




“Negotiable Debt Obligation” means a debt obligation in a stated principal amount with a
non-variable fixed maturity, which cannot be redeemed by its issuer before its maturity nor
put to the issuer for redemption before its maturity. It must bear interest on its stated
principal amount at a non-variable fixed rate until maturity (or, in the case of an
obligation with an original maturity of less than one year, bear no interest at all).




(iii)    Other Eligible Support. The following items will qualify as “Other Eligible Support”
for the party specified: Not Applicable.




(iv)    Thresholds.




	 	(A)	 	“Independent Amount” means with respect to Party A: Not Applicable.
	 
	 	 	 	“Independent Amount” means with respect to Party B: two (2) percent of the maximum
open position, as such maximum open position is amended by Party A




12









 












	 	 	 	from time to time. The Independent Amount applicable to Party B shall be
determined by Party A at its sole discretion, but acting in a commercially
reasonable manner.
	 
	 	(B)	 	“Threshold” means with respect to Party A and Party B: Zero
	 
	 	(C)	 	“Minimum Transfer Amount” means with respect to Party A:
$500,000, and with respect to Party B: $10,000, provided, that if a Party is a
Defaulting Party, or the Affected Party under an Additional Termination Event,
the Minimum Transfer Amount for that party shall be zero .
	 
	 	(D)	 	Rounding. The Delivery Amount and the Return Amount will be
rounded up and down, respectively, to the nearest integral multiple of
$10,000.






	(c)	 	Valuation and Timing.






(i) “Valuation Agent” means, for purposes of Paragraphs 3 and 5, the party making the
demand under Paragraph 3, for purposes of Paragraph 4(d), and, for purposes of Paragraph
6(d), the Secured Party receiving or deemed to receive the Distributions or the Interest
Amount, as applicable.




(ii) “Valuation Date” means: any Local Business Day.




(iii) “Valuation Time” means the close of business on the Local Business Day before the
Valuation Date or date of calculation, as applicable; provided, however, that the
calculations of Value and Exposure will be made as of approximately the same time on the
same date.




(iv) “Notification Time” means 11:00 a.m., New York time, on a Local Business Day.




	(d)	 	Conditions Precedent and Secured Party’s Rights and Remedies. For purposes of Paragraph
8(a), each Termination Event will be a “Specified Condition” for the Pledgor, if the
Secured Party
has designated an Early Termination Date in connection with the Termination Event. For all
other purposes of this Annex, each Termination Event specified below with respect to a party will
be a “Specified Condition” for that party:





	 	 	 	 	 	 	 
	Termination Event	 	Party A	 	Party B
	 
	 	 	 	 	 	 
	Illegality
	 	[N/A]	 	 	[N/A]	 
	Tax Event
	 	[N/A]	 	 	[N/A]	 
	Tax Event Upon Merger
	 	[N/A]	 	 	[N/A]	 
	Credit Event Upon Merger
	 	[X]	 	 	[X]	 
	Additional Termination Event(s)
	 	[X]	 	 	[X]	 







	(e)	 	Substitution.






(i)    “Substitution Date” has the meaning specified in Paragraph 4(d)(ii).




(ii)    Consent. The Pledgor shall obtain the Secured Party’s consent for any
substitution pursuant to Paragraph 4(d). Such consent shall not be unreasonably withheld.



13









 






(iii) Additional Conditions Precedent. Paragraph 4(a) of this Annex is hereby amended to
include a new subsection: “(iii) no deficiency exists in the Value of the Collateral at the
time of Substitution.”




	(f)	 	Dispute Resolution.






(i) “Resolution Time” means 12:00 p.m., New York time, on the Local Business Day
following the date on which the notice of the dispute is given by the Disputing Party to
the other party.




(ii) Value. For the purposes of Paragraphs 5(i)(c) and 5(ii), the Value of the outstanding
Credit Support Amount or of any transfer of Eligible Credit Support or Posted Credit Support
other than Cash (the “Non-Cash Credit Support”) will be calculated as follows: the product
of (A) appropriate Valuation Percentage and (B) the sum of (I) the mean of the bid prices
quoted on such date by any three principal market makers for such Non-Cash Credit Support
chosen by the Disputing Party, or if three such quotations are not available from principal
market makers for such date, using two such quotations, or if only one such quotation is
obtained using such quotation, or if no quotations are available using the mean of such bid
prices as of the day, next preceding such date, on which one or more of such quotations were
available, plus (II) the accrued interest on such Non-Cash Credit Support (except to the
extent Transferred to a party pursuant to this Agreement or included in the applicable price
referred to in subparagraph (A) of this Clause) as of such date.




(iii) Alternative. The provisions of Paragraph 5 will apply.




	(g)	 	Holding and Using Posted Collateral.






(i) Eligibility to Hold Posted Collateral; Custodians. Party A or its Custodian will be
entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following
conditions applicable to it are satisfied:




	 	(A)	 	In the event that Party A holds Posted Collateral, Party A is
not a Defaulting Party or an Affected Party under an Additional Termination
Event.
	 
	 	(B)	 	Posted Collateral may be held only in the following jurisdiction: New York.
	 
	 	(C)	 	In the event that the Custodian holds Posted Collateral, the
long-term unsubordinated unsecured debt of the Custodian is rated at least A+
by Standard & Poors, a division of The McGraw-Hill Companies, Inc. (or any
successor thereto) and at least Al by Moody’s Investors Service, Inc. (or any
successor thereto).






Initially, the Custodian for Party A is:

With respect to USD Cash and Securities: JPMorgan Chase Bank.



14









 






Party B or its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph
6(b); provided that the following conditions applicable to it are satisfied:




	 	(A)	 	In the event that Party B holds Posted Collateral, Party B is
not a Defaulting Party or an Affected Party under an Additional Termination
Event.
	 
	 	(B)	 	Posted Collateral may be held only in the following jurisdiction: New York
	 
	 	(C)	 	In the event that the Custodian holds Posted Collateral, the
long-term unsubordinated unsecured debt of the Custodian is rated at least A+
by Standard & Poors, a division of The McGraw-Hill Companies, Inc. (or any
successor thereto) and at least A1 by Moody’s Investors Service, Inc. (or any
successor thereto).






Initially, the Custodian for Party B is NA.




(ii) Use of Posted Collateral. The provisions of Paragraph 6(c) shall apply solely with
respect to Cash. For purposes of clarity, Paragraph 6(c) shall not apply with respect to
Negotiable Debt Obligations. With respect to Negotiable Debt Obligations, the Secured
Party shall not have the right to sell, pledge, rehypothecate, assign, invest, use,
commingle, or otherwise dispose of, or otherwise use in its business (except as
contemplated by this Agreement) any Posted Collateral, and the Secured Party shall at all
times hold all such Posted Collateral in a separate account in the name of, or identified
as for the benefit of, the Pledgor.




	(h)	 	Distributions and Interest Amount.






(i) Interest Rate. The “Interest Rate” will be as indicated:



	 	 	 
	USD

	 	The Effective Federal funds rate in U.S. Dollars published on Telerate
Screen Page 118 for the relevant day at the close of business
in New York, on that day, or, if that rate is unavailable,
the average Effective Federal funds rate with members of the
Federal Reserve System quoted as of such time by a recognised
Federal funds broker selected in good faith by Party A.







(ii) Transfer of Interest Amount. The transfer of the Interest Amount will be made on the
second Local Business Day of each calendar month in respect of the Interest Amount for
the preceding calendar month.




(iii) Alternative to Interest Amount. Not applicable.




	(i)	 	Additional Representation(s). Not applicable.
	 
	(j)	 	Other Eligible Support and Other Posted Support.






(i) “Value” with respect to Other Eligible Support and Other Posted Support means: Not
applicable.




(ii) “Transfer” with respect to Other Eligible Support and Other Posted Support means:
Not applicable.



15









 






	(k)	 	Demands and Notices.






All demands, specifications and notices under this Annex will be made pursuant to the
Notices Section of this Agreement, unless otherwise specified here:



Party A:



Global Collateral Support Unit

The Royal Bank of Scotland plc, Financial Markets

280 Bishopsgate

London EC2M 4RB

Facsimile: 44.207 085 4793

Telephone: 44.207 085 5209



With a copy to:



600 Steamboat Road

Greenwich CT 06830

Attn: Derivatives Settlements

Telephone: 203-618-2781 (Rob Bache)

                   203-618-2440 (Operations main number)

Facsimile: 203-618-2579




Party B:



Please provide if different from address in Schedule





	(l)	 	Address for Transfers. All transfers hereunder will be made to the account or accounts most recently notified by each party to the other.
	 
	(m)	 	Other Provisions.






(i) Additions to Paragraph 3. The following subparagraph (c) is hereby added to
Paragraph 3 of this Annex:




(c) No Offset. On any Valuation Date, if (i) each party is required to make a
Transfer under Paragraph 3(a), and (ii) the offset of the amounts of those
obligations would diminish the Value of the Independent Amounts, if any, held by a
party, then the amounts of those obligations will not be offset.



16









 






(ii) Minimum Value of Eligible Credit Support. The Value of any individual Government
Security transferred as Eligible Credit Support hereunder shall be at least equal to $100,000.




17











 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	THE ROYAL BANK OF SCOTLAND PLC	 	 	 	CAMPBELL STRATEGIC
ALLOCATION	 	 
	By: Greenwich Capital Markets, Inc., its agent	 	 	 	FUND, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Brian Halligan	 	 	 	By	 	/s/ Thomas P. Lloyd	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Brian Halligan	 	 	 	 	 	Name:
	 	Thomas P. Lloyd	 	 
	 

	 	Title:
	 	Senior Vice President	 	 	 	 	 	Title:
	 	General Counsel	 	 
	 

	 	Date:	 	9/2/08	 	 	 	 	 	 	 	Campbell & Company, Inc.	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	General Partner	 	 
	 

	 	 
	 	 	 	 	 	 	 	Date:
	 	9.2.08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By	 	/s/ Gregory T. Donovan	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:	 	Gregory T. Donovan	 	 
	 

	 	 	 	 	 	 	 	 	 	Title:	 	CFO/ Campbell & Company, Inc.	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	General Partner	 	 
	 

	 	 	 	 	 	 	 	 	 	Date:	 	9/2/08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	CAMPBELL FUND TRUST	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	By	 	/s/ Thomas P. Lloyd	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:
	 	Thomas P. Lloyd	 	 
	 

	 	 
	 	 	 	 	 	 	 	Title:
	 	General Counsel	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 	Campbell & Company, Inc.	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Managing Operator	 	 
	 

	 	 	 	 	 	 	 	 	 	Date:
	 	9.2.08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By	 	/s/ Gregory T. Donovan	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:	 	Gregory T. Donovan	 	 
	 

	 	 	 	 	 	 	 	 	 	Title:	 	CFO/ Campbell & Company, Inc.	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Managing Operator	 	 
	 

	 	 	 	 	 	 	 	 	 	Date:	 	9/2/08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	THE CAMPBELL MULTI-STRATEGY TRUST	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By	 	/s/ Thomas P. Lloyd	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:	 	Thomas P. Lloyd	 	 
	 

	 	 	 	 	 	 	 	 	 	Title:	 	Secretary	 	 
	 

	 	 	 	 	 	 	 	 	 	Date:	 	9.2.08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By	 	/s/ Gregory T. Donovan	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:	 	Gregory T. Donovan	 	 
	 

	 	 	 	 	 	 	 	 	 	Title:	 	Treasurer	 	 
	 

	 	 	 	 	 	 	 	 	 	Date:	 	9/2/08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CAMPBELL & COMPANY, INC.	 	 	 	CAMPBELL & COMPANY
INVESTMENT ADVISER LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Thomas P. Lloyd	 	 	 	By:	 	/s/ Thomas P. Lloyd	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Thomas P. Lloyd
	 	 	 	 	 	Name:
	 	Thomas P. Lloyd	 	 
	 

	 	Title:
	 	General Counsel
	 	 	 	 	 	Title:
	 	Secretary	 	 
	 

	 	 	 	Campbell & Company, Inc.
	 	 	 	 	 	 	 	Campbell & Company	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Investment Adviser LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Gregory T. Donovan	 	 	 	By:	 	/s/ Gregory T. Donovan	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Gregory T. Donovan	 	 	 	 	 	Name:	 	Gregory T. Donovan	 	 
	 

	 	Title:
	 	CFO/ Campbell & Company, Inc.	 	 	 	 	 	Title:	 	Treasurer	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 








18